Not You Again
by TransientFireworks
Summary: No more aliens. That's what Gwen had hoped for when she transferred to Bancroft Academy. But, she soon realizes that the past has a funny way of catching up with you. Now, Gwen is stuck in the middle of everything she tried so hard to avoid.
1. Chapter 1: A Fresh Start

**Here's a few notes to know before you start reading:**

**1) This is set a few years after Gwen's summer with Ben and Max. Ben still kept the Omnitrix on after and continued to fight aliens with Gwen. Max is still a plumber as well.**

**2) Kevin escaped the Null Void and learned how to control his powers by himself in this story. He doesn't live with his parents and his dad (Devin) is dead. **

**This story just came to me and it took me a while to figure out how I was going to bring it together. I hope everyone likes it! =)**

**I have a picture of how Gwen looks, and the art is not mine. The Gwen in my story is the third one in the picture (the one with the spellbook in her hand). Replace the (dots) with actually dots cause the website doesn't work on fanfiction :/**

**http(double dots)/donotmesswithme(dot)deviantart(dot)com/gallery/28314222#/d375jvm**

**Disclaimer: I do not own Ben 10.  
**

* * *

Gwen Tennyson stared at her reflection in the mirror, examining herself from top to bottom. Everything had to be perfect for her first day; especially how she looked. Her body had definitely become fuller and curvier since she turned fourteen, that fact alone pleasing her. Her once short hair had grown out until it reached her waist, and was now in a tight ponytail. She had parted her side-bang down the middle, letting them now frame her face.

Smiling to herself, Gwen was satisfied with the outfit she had picked out for this occasion. A blue shirt with the sleeves rolled up that hugged her chest nicely and a black vest over it. It had taken a while, but she finally decided on a pair of gray skinny jeans and black tennis shoes.

"Gwen!" she heard her grandpa call out from outside the RV. "Come on! We gotta get all your luggage into your room already!"

Gwen stepped out of the RV and stared in awe at the huge campus surrounding her. She then averted her gaze to the school, although, castle would seem to be a better name for it. The clock tower that rested between the two large buildings seemed to stretch out until touched the sky. Bancroft Academy was everything Gwen had hoped it would be.

"I guess you like it?" Max chuckled with a raised eyebrow.

"Like it? I love it!" Gwen exclaimed enthusiastically. "I can't wait to see my dorm!"

Not wasting any time, Gwen seized both her luggage's before her grandpa had a chance to and practically ran all the way into the building on the left of the clock tower; where the girl's dorm was located. Max stared in wonder as he made his way down the direction she had taken off. _Didn't know someone could be so excited for their first day at boarding school? _he thought to himself.

The building was certainly large, but Gwen had no problem finding her way to her dorm. After all, she pretty much mesmerized the entire map of the school in anticipation of this day. Her dorm was located at the very last floor of the building and by the time Gwen had reached it, she was out of breath from the long flights of stairs.

Gwen almost ripped the door of her room off its hinges, excited to see where she would be living and was caught off guard to see that she wasn't alone. "Oh. Hi," the girl said, coming to a halt from unpacking and making her way towards Gwen. "You must be my roommate. I'm Julie Yamamoto."

Gwen smiled. "I'm Gwen Tennyson. Not to be rude or anything but…I didn't know I was getting a roommate."

"Well, sorry to disappoint you but you're stuck with me," Julie said teasingly. Gwen laughed and found that she liked the girl. She had jet-black hair that was cut into a bob hairstyle with bangs that camouflaged her forehead. Her outfit consisted of a black t-shirt that was hidden under a pink sweatshirt, and a white skirt. Before Gwen could say anything, Max walked in.

"Slow down Gwen," he panted, sweat beating down his forehead. "I'm not as young as I use to be."

"Come on, Grandpa. You know I don't think you're old." Gwen smirked before averting her gaze to Julie. "Grandpa, this is my roommate, Julie."

Julie nodded her head towards Max. "It's nice to meet you."

"Likewise," Max replied. He then wrapped his arms around Gwen and tightly held her in a hug. "Good luck, kiddo. I hope you have fun in Bancroft Academy."

"G-G-Grandpa…can't…breath." Gwen struggled to breathe as her face began to turn into a shade of blue. She let out a big gust of air once he let go, and smiled up at his cheery face that held a hint of sadness in it. "Thanks and don't worry about me. After all, you did teach me how to take care of myself on that crazy summer with Ben."

Max's eyes held a hint of nostalgia in them, but he grinned nonetheless. "I just wish I could at least help you unpack. But, I gotta hit the road. Bye, Gwen."

"Bye, Grandpa." With one last hug, Max headed his way out of the room, leaving Gwen alone with her new roommate. She sighed. "It's nice to be on my own, but I'm still gonna miss him," she said out loud, opening her luggage's and beginning to unload whatever it contained. She noticed that her closet was right beside her bed, while Julie's closet was on the opposite side of the room, as well as her own bed.

"Your grandpa seems nice," Julie acknowledged, her eyes following Gwen as she made her way towards her closet, stuffing the pile of clothes in her arms inside. "What kind of crazy summer did you have?"

Gwen stiffened and was glad Julie didn't notice. _Great, just met her and I already have to lie_, she groaned, forcing a smile on her face. "Oh, it's nothing. Me, Grandpa and my cousin Ben, went on a road trip together a few years back and it was pretty chaotic."

"Yeah," she agreed, "my relatives can get a little weird when we're all together too."

"Not as weird as mine, I could tell you that." After all, what family could match up to a family of plumbers that fight against aliens? "I guess it's the reason I came here…to get away from it all."

Gwen laid herself down on her bed, accepting its warm embrace with pleasure. Everything was going great so far. No aliens. No fighting. No Omnitrix. She could finally have the normal life she's been looking for. Gwen had high hopes that going to a boarding school, _away_ from Grandpa and Ben, would give her the life she's always wanted; the life of a teenage girl who doesn't have to fight aliens.

It seemed selfish at first, but Gwen felt that she deserved it. After that summer with Ben, everything had changed. She and Ben fought against any kind of strange aliens they came across and that gravely affected Gwen's social and school life. She pretty much had no time for anything. Of course, she still has the spell-book she had procured from Charmcaster many years ago and practices her magic every once in a while.

She had wanted to get rid of her life fighting aliens, but for some reason, she couldn't get rid of her magic. It felt as though it was a part of her, taking it away seemed almost impossible. "Gwen?" Julie said, breaking her out of her thoughts.

"Huh?" she blurted out.

"I asked if you got your schedule yet." Gwen reached into her pocket and fished out her school schedule and handed it to Julie. "Hey, we got Calculus, Gym and English together. I hope we get good teachers."

"Me too," Gwen nodded. "I remember this one teacher at my old school, she'd give us a truck-load of homework each day and I swear she talked as fast as an auctioneer."

Julie laughed. "That's not as bad as my old Gym teacher. He'd make us do thirty-laps and if you even slowed down a _little_, he'd stand next to you and blow his whistle until you ran faster."

"Okay, that's pretty harsh. I think mean teachers get together and plot out ways to make our lives miserably." Their laughter filled the air and Gwen felt herself beaming. Her life as a normal teenage girl had already begun.

_I have a feeling I'm gonna like this school._

* * *

Kevin Levin stalked his way down the alley, his combat boots harshly hitting against the cold ground. He could feel the padlock that was wrapped around his neck thump against his chest. Kevin gripped it and tightly clenched his fist around it. Today was definitely not his day. Not only had he gotten into a fight with a gang, but his so-called _friend_ Argit, betrayed him…again. Kevin still doesn't understand why he even talks to that guy; he's causes him nothing but trouble.

_Whatever, no use in getting upset over nothing. _Kevin decided to just forget about Argit, and continued to make his way home, if that's what you could call it. Three years ago, when Kevin had escaped from the Null Void, he hadn't felt like going back to live with _Harvey_, his step-father. So he found a decent abandoned warehouse near this school to crash in.

He has been on his own for many years, but Kevin couldn't help but feel a heartache every once in a while when he would think about his mother. He quickly shook himself of those thoughts. His mother is his past; it's time to think about the present.

Finally reaching the end of the alley, which was only a brick wall, Kevin peered over his shoulder, making sure no one had followed him.

To his left were a couple of crates stacked up together. Grinning, Kevin climbed each crate one by one, until he reached a glassless window and climbed inside. Televisions were scattered about the old room, along with a vending machine. A dusty bed was in the far corner where he slept. Behind him, was the warehouse that was left untouched for many years. _Good thing this room didn't fall apart yet_, he thought.

"Wow, nice place you got here Kev."

Kevin didn't need to turn around to know who it was. "What'd you want Argit?"

Argit didn't dare go any farther than the window; he knew how Kevin gets after a scam. "Yeah, well…about me leaving you behind to deal with those guys…"

"Save it, Argit," Kevin said. Argit cringed at the hostility in his tone. "It wouldn't be the first time you ditched me. Now, I'll ask you one more time, what do you want?"

The nervousness seemed to vanish as Argit smirked slyly. "Word on the street is there's a group of Forever Knights that are looking for some nice weapons and are willing to pay big cash for it. And I just happen to know where we could get our hands on some Level-6 alien-tech."

Argit may be deceiving, but he sure knows how to find a nice deal. Kevin smirked. "You don't say?"

* * *

Seeing as classes don't start until tomorrow, Gwen decided to take her time exploring the school. She offered Julie to join her, but Julie declined, saying that she's got more unpacking to do. Luckily, Gwen hadn't brought much stuff so unpacking was no problem for her. No matter how many times she passes by something, it seemed to be more amazing than the last. Not only does the outside of the school look like a fairytale castle, but the inside as well.

She passed by many students as well. Even though most ignored her presence, some sent her a smile and Gwen happily sent one back. Too distracted with her thoughts, Gwen didn't notice someone leave a classroom until they collided against each other.

"So-" she began, but her words seemed to be caught in her throat as she took a look at who she bumped into. _Wow…he's a good looking guy_, she thought to herself as a blush crept up onto her cheeks. The boy had hair as white as the moon that reached his shoulders. He had a crooked smile, making it look as though he was smirking and captivating blue eyes.

"Sorry," he said, seeing as she wasn't going to. "I wasn't looking where I was going."

"I-It's actually my fault," Gwen said, her face flushed. "I was too distracted to look where I was going. Sorry."

He laughed. "Okay, I think we're past saying sorry. You new here? I haven't seen you around."

"Yeah, just transferred for the year?" Gwen stuck out her hand. "I'm Gwen. Gwen Tennyson."

"My name's Luke Primas," he replied, grasping his hand in hers. As soon as they touched, something that felt like an electric charge, coursed through Gwen. He must have felt it too, for he pulled back, as did she. "That was weird."

"Not as weird as your hair color though." Gwen quickly clapped a hand over her mouth, realizing what she had said. She felt her cheeks heat up and turned her head away, afraid of Luke's reaction. She was surprised when she heard laughing and looked back at him to see a smile on his face.

"Yeah, my hair does make people turn heads." Luke stopped laughing and suddenly smirked. "Your hair color isn't exactly ordinary either. We don't get many red-heads in this school."

Gwen lightly smacked him on the arm, but had a playful look in her eyes. "Hey, red-heads are awesome."

"Don't forget short-tempered, which would explain you." Instead of getting mad, Gwen laughed and Luke grinned, tilting his head toward the direction of one of the halls. "How about some lunch? The cafeteria food doesn't suck at this school like in other schools."

Gwen crossed her arms and smirked. "You better be right. One of the reasons I came to this school is because of the food; I hear it's amazing."

"You can trust me. I wouldn't lie to someone as pretty as you." Luke seized Gwen's wrist and began heading down the hall. Gwen blushed beat-red and smiled. Normally, when a stranger would even think to touch her, she'd use her many years of martial arts to scare him away. But now Gwen was fourteen and seriously wanted a boy. What teenage girl wouldn't want one at this age? Also, Luke seemed really nice; his good looks were just an added bonus.

_Okay…I have a feeling I'm really gonna like this school._


	2. Chapter 2: New Friends, Old Enemies

**Sorry it took a while for chapter 2 to come, I wanted to upload it right after chapter 1, but I went to sleep over at my cousins house for a few days and I couldn't take my laptop. Anyway, it's here now!  
**

**I forgot to mention that Kevin's outfit is the same as in Ben 10, with the torn shirt and everything. Gwen's outfit is different though and if you wanna see it, go back to chapter 1. **

**Disclaimer: I do not own Ben 10.

* * *

**

"Wait, he seriously thought your uncle was Bigfoot?" Julie asked between laughs. Gwen laughed with her while reaching out and grabbing another handful of popcorn. She was surprised at how easily she and Julie bonded in such a short amount of time. As soon as she got back from lunch with Luke, they instantly began exchanging stories. Time seemed to fly by as they talked that Gwen didn't realize that it was already nighttime. "Hey," Julie suddenly asked, "how was your _date_ anyway?"

Gwen felt her cheeks heat up and decided to play dumb. "I don't know what you're talking about?"

"Oh come on, I saw that goofy grin on your face as soon as you walked in."

Gwen smiled sheepishly while tucking a strand of hair behind her ear. "Alright, but just for the record, it wasn't a date. We just had lunch." Julie smirked and raised a delicate eyebrow. Gwen quickly defended herself. "Seriously, it was only lunch!"

Julie chuckled. "I was only teasing. But, seeing your reaction, I bet you wished it was a date." Gwen's blushing face was enough of an answer for her. "So, who was the lucky guy?"

"His name is Luke Primas," she answered with a dreamy smile plastered on her face.

"Primas? You like the son of the headmistress?" Julie said, taken-aback. "Wow, you sure like to take risks."

"Wait, his mom is the headmistress?" Gwen echoed, not believing her ears. She suddenly remembered reading something about the headmistress a while ago when looking up facts about the school. _How could I not notice their last names are the same? Okay…it's no big deal. I mean, I'm not a trouble-maker or anything so it shouldn't really be risky. Who knows, maybe his mom is really nice and will like me? _"It's no big deal Julie. So what if she's the headmistress? I'm sure she'll like me."

Julie smirked slyly. "So you do want to date him? Why else would you want his mom to like you?"

Gwen laughed and tossed her pillow at Julie, hitting her right in the face. "Alright genius," she said sarcastically. "We should be getting some sleep; school starts tomorrow."

* * *

Gwen sat quietly in the corner of the classroom, listening to the teacher intently and jotting down notes as he spoke. First period; Mass Communications. It was definitely an interesting class, for the teacher was very eccentric and rarely stopped moving. Gwen had a feeling he had ADD or something along those lines. The classroom door suddenly opened and a smile lit up Gwen's face when she saw who walked in.

"Luke? Your late," the teacher said with a frown. "Just because your mom's the headmistress doesn't mean you get special treatment. Now take a seat."

Luke scanned the room for a seat and his eyes halted at the desk beside Gwen. He grinned and made his way towards her. He didn't say anything as he sat down, only because the teacher was keeping an eye on him. Gwen continued to take down notes and tried her best to ignore him, although she wanted nothing more than to talk to him. She was surprised when a folded paper landed on her desk. Luke had no facial expression, so Gwen, while puzzled, opened the note.

**Hey what's up?**

Gwen raised an eyebrow, but began scribbling down an answer.

_Why are you talking to me?_

Luke chuckled lightly and wrote back to her.

**Your new here and let's just say that I'm the welcome committee.**

_I think you did a pretty good job welcoming me yesterday at lunch._

**Well, I didn't think it had to stop there.**

_Still trying to flirt I see._

**Is it working?**

_You're annoying._

**Ouch, that's cold.**

_Sorry, I have a habit of saying exactly what's on my mind._

**That's an attractive quality.**

_I thought we were done with the flirting?_

**Who said we were done?**

Luke smirked and Gwen couldn't help the smile that graced her lips. It was at that moment that the teacher finally noticed them, and Gwen quickly hid the paper inside her notebook. Luke chuckled from beside her and Gwen sent him a playful glare. They didn't pass notes for the rest of the period; the teacher seemed to be getting suspicious of them and kept sneaking glancing between the two. Finally, the bell rang, signaling the end of class.

"Thanks for almost getting me in trouble on my first day," Gwen said, sarcasm lacing her voice while gathering her stuff.

"Not my fault you can't obey the rules," he replied jokingly, receiving a light smack on the arm from her. Gwen rolled her eyes while making her way out of the classroom. Luke quickly caught up with her and walked by her side. "And you're following me, because?" she asked with a raised eyebrow.

"Don't flatter yourself, my class is this way."

Luke's crooked smile made it look as though he was smirking and being cocky, but Gwen knew he was just teasing her. She came to a halt in-front of a classroom. "Whatever," she shrugged. "I guess I'll see you later than."

"How about lunch?" he asked, trying not to get sucked into the crowd of kids that were making their way toward their destination.

Gwen frowned. "I can't. I promised Julie I'd have lunch with her." Gwen didn't miss the disappointment that shined in his eyes and almost told him that she'd be happy to blow Julie off. "I'm really sorry," she added.

Luke waved his hand in the air, as if literally blowing her words away. "I get it; you got your own friends. I guess I'll see you around then."

"Yeah, see ya." Gwen smiled and waved him goodbye as he walked away. She pursed her lips when he didn't smile back and only left her staring at his retreating back. _What's with him?_ she wondered, then decided to shrug it off and headed into the classroom just as the late bell rang. She was tired but luckily, it was last period.

As soon as she entered the room, she caught sight of Julie smiling while beckoning her to take the seat on her right.

Just as she made her way toward Julie, someone had blocked her way. Gwen raised an eyebrow and was even more confused when she saw the scowl that was on the girls face. The girl had long jet-black hair that was tied into a high ponytail and matching dark eyes. She wore an army-green skirt that went well with her black knee-length boots and a black t-shirt that hugged her body perfectly, showing off all her curves.

"Um…can I help you?" Gwen asked, not knowing what else to say.

"Listen," she said in a voice that seemed to aim for kind, but Gwen could almost feel the hostility it radiated. "I know you're new here, so I'll be nice and tell you that you should stay away from Luke."

Gwen almost laughed and stared at the girl like she had grown another head. After a moment of silence, she said, "I see you like to get right to the point."

The girl smiled, but Gwen could see that it was forced. "I'm doing you a favor here. Luke's not the prince charming he makes himself to be. You should watch your back when around him, unless you wanna get hurt."

"Okay…and why are you telling me this?"

The girl opened her mouth to reply but something seemed to shut her up as she looked over Gwen's shoulder. Gwen raised a delicate eyebrow as the girl suddenly began backing away. "Whatever, just don't forget what I said," she sneered as she went back to her seat, her kind-persona crumbling, showing her true colors. Gwen was beyond confused and was about to confront the girl when a voice spoke up.

"You're Gwen Tennyson, am I right?"

Gwen turned around and gaped at the sight before her. The woman was beyond beautiful. She had long silky black hair and bright blue eyes that shimmered in the light. The way she held her body was almost god-like; graceful and elegant, yet powerful and strong. Her eyes held many secrets behind them and told Gwen that she held many wisdom and experiences. She smiled and Gwen smiled back almost instinctively.

"Yeah, that's me," she replied, the smile not leaving its place. She then frowned and her eyebrows furrowed. "I'm not in trouble am I?"

The women laughed. It sounded like music to Gwen's ears. "No, I just wish to talk to you. Let's go into my office, shall we?"

"What about class? Shouldn't my teacher know?"

"Oh, don't worry about that," she replied, already beginning to head out the door. "He can't exactly tell me 'no' and pull you back. After all, I am the headmistress of this school."

* * *

Gwen sat comfortably on the leather chair, her eyes continuing to scan the headmistress's magnificent office. Rows upon rows of books surrounded her, each one filled with knowledge of the past. The mahogany colored walls contrasted with the black desk that rested in-front of her but seemed to put the room together well.

The headmistress smiled at her from across the desk, hands folded perfectly on it. "As I said before, you are not in trouble," she said. "I just wished to welcome you to my school personally."

"Why me though?" Gwen couldn't help but ask. She hoped she didn't sound rude, after all, she should be honored that the headmistress even considered talking to her over hundreds of other students. But she was a cautious girl and was suspicious to the woman's intentions.

"Why not you? You were the top student at your old school and have expectational potential."

Gwen blinked back in shock. "Wow...really?" she asked, but quickly caught herself, seeing the headmistress giggle. "I mean, it's awesome that you feel that way Mrs. Primas and I'm very honored to be in your school."

"Please, call me Estella."

"Estella," Gwen echoed, liking the way her name rolled off her tongue. "Anyway, I guess I should be heading to class."

Just as Gwen stood up, Estella spoke, "Wait a minute; I would like to talk to you about Scarlet."

"Scarlet?" Gwen questioned while sitting back down. "Who's that?"

"The girl you were talking to before I interrupted. It looked as though you two were arguing about something. Has she been causing you problems?"

Gwen shrugged. "Not really. I barely know the girl."

Estella nodded, a frown plastered on her face. "What exactly did she say to you?" There was a cold flatness in her voice that made Gwen feel odd.

Gwen was confused and wanted to ask her what she had against Scarlet. She had only been with each of them for a short amount of time, but could already tell that there were tensions between the two. She remembered the worried and almost _scared_ look on Scarlet's face when she saw Estella.

"Um…" Gwen wasn't sure why she was hesitating. She barely knew Scarlet, but she didn't want to make what she had said to her a big deal. "She just…welcomed me into the school. Nothing to fuss over."

Was that anger that Gwen saw flash through Estella's eyes? No, she must have imagined it-or at least she would have believed she'd imagined it had her gut not told her otherwise. Gwen smiled and, trying to clear the tension in the air, said, "Don't worry. I can take care of myself and I won't let Scarlet bother me-_if_ she tries to bother me."

"Oh, I am certain that you can take care of yourself." Estella was back to being kind and caring again. "But that doesn't mean that I can't worry about my student. If anything, I wish that you would come to me and tell me yourself whenever you have a problem."

Gwen let her eyes widened before regaining her composure. "That's really nice of you," she muttered, embarrassed. "I don't know what to say."

Estella smiled and Gwen felt her heart swell. "It's my job to make sure each and every one of my students are being properly treated." She suddenly smirked and looked both sides before whispering, "Between you and me, I do have favorites."

Gwen laughed. "Your secret is safe with me."

"Bye Gwen, talk to me whenever you feel like. My door is always opened for you."

Smiling to herself, Gwen exited the room and made her way down the flight of stairs, her thoughts lost in Estella. She was just…amazing. Besides Julie, Gwen hadn't really connected with anyone in this school, there was just nobody she felt comfortable enough sharing things with. But she felt different with Estella. Even though it had only been a short amount of time, Gwen felt as though she could spill her guts out to her and she'd understand.

_Maybe it's because she's the headmistress and knows how to handle kids?_ Whatever the reason, Estella had helped perked Gwen up after her abnormal experience with Scarlet. She frowned while making her way out the door and through the courtyard. She didn't know what Scarlet's problem was, but she would try her best to avoid that girl.

_What did she say about Luke? That I shouldn't trust him?_ Gwen thought to herself, trying to figure out the meaning behind her words. _Why can't I trust him? I mean…I know I've only been in this school for a day, but Luke seems nice and I like talking to him. Hmm, she's probably just jealous. Yeah…that's probably it._

Somewhere, deep down in her gut, Gwen felt as though she should take Scarlet seriously. But she decided to ignore it and continued to make her way towards the girls-dorm. She suddenly froze, hearing a rustling noise that came from the forest to her left. She held her breath, trying to listen for it and making sure she hadn't imagined it. Nothing. She shrugged and began walking again.

The rustling came again and with it, a silhouette went flashing by the forest in a blur. Gwen looked from the forest and back to the school, debating whether or not to follow it. If she follows it, she could get herself in danger and in trouble with the school (it was almost dark and students were required to stay indoors during night). If she pretends she didn't hear it, whatever went by could be harmful and put everyone in danger.

_Damn…why do I have to be so cautious and caring for others well-being_? she groaned in her mind while making her choice and heading into the forest. _Oh that's right, I come from a family of plumbers; it's in my genes. _She carefully made her way through the forest, not really sure where she was going. She just went forward, hoping that whatever she saw would be an animal and she could leave.

As she got deeper into the forest, the sound of voices entered Gwen's ears and she picked up her pace. Her eyes caught sight of a clearing up ahead and, once she reached it, she hid behind a tree. The voices were clearer now and she peered around the tree, scanning the area.

Gwen raised an eyebrow when seeing who occupied the clearing. They were a group of guys dressed like…knights? _Okay, I've seen weird stuff before, but this is just ridiculous._ Her eyes averted to something small in-front of the group of knights. The small thing looked like a humanoid porcupine/rat/opossum hybrid. He wore a black T-shirt with a brown jacket and jeans. He had large yellow eyes and black spikes for hair.

"So, is it a deal?" The small creature said while smirking slyly.

The knights glanced at each other before one stepped out and spoke for all, "You give us what we want and we will pay you greatly. But, I don't exactly see weapons here."

"Hey, don't worry; my partner should be here any minute with the _supplies_."

Just as the words escaped his mouth, there was a rustling sound and out from the shadows appeared a figure. It was carrying two large crates in its arms. Gwen squinted her eyes, making sure what she saw was really there. Whoever was carrying the crates, had arms of what looked be steel.

"Nice job, Kev," the small creature said, obviously pleased. "You never cease to amaze me with your power."

"You're just trying to suck up to me to make up for what you did before," a voice from behind the crates replied. Gwen's eyebrows furrowed as a sense of familiarity engulfed her. _That voice…why does it sound so familiar?_

Her question was answered as the crates were placed down onto the ground and _his_ face was revealed. Gwen's eyes widened and her jaw dropped, mouth hanging open in utter shock. Standing not too far away from her, was the boy who tried to kill not only Ben, but her, countless times.

Kevin Levin.


	3. Chapter 3: Deal With The Devil

**Disclaimer: I do not own Ben 10.**

* * *

Kevin Levin.

Gwen still couldn't believe that it was him. Last time she saw him, he was trapped in the Null Void. How on earth did he managed to escape and why was he here of all places? Gwen shook her head, trying to clear her head of the many questions that were forming. _Kevin's here…shit! Should I run? I mean, I have no chance to defeat all of them by myself, even with my magic._

Gwen decided to just stay low and hidden for the time being. One of the knights stepped forward with a briefcase in hand and handed it to the small porcupine-creature. He smirked and said, "Money's here Kevin. Give them what they want."

Kevin opened one of the large crates with his steel arm and pulled out what looked to be a gun. Or at least, an alien version of a gun. "Here it is," Kevin mused, tossing one of the guns to a knight, "just as promised."

"Very nice," the knight approved. He then pointed it to a tree in the distance and shot. A beam of red light shot out of the weapon and in an instant, the tree was blown, leaving nothing but ashes in its wake. "Very nice indeed," he added.

"Yeah. Yeah," Kevin said, obviously getting impatient. "It's all nice. Now leave. I've got some negotiating to do with my _partner_."

One of the knights sneered, "I see your friend is impatient."

"Yeah, you get used to it," the small creature replied.

"Very funny Argit," Kevin said, sarcasm lacing his voice. He snatched the briefcase from Argit's hands and opened it. Whatever amount of money was in there, it seemed to please him very much. He averted his eyes to Argit. "Let's go. I don't wanna risk getting caught. I can't exactly afford it."

Gwen could see that it was time to take her leave as well and began to slowly back away from the clearing. She gasped when she accidentally stepped on a branch, causing it to make a _cracking_ sound. All eyes seemed to turn in her direction and she knew she was caught by the way Kevin narrowed his eyes. With that, she ran.

She wasn't sure where she was going, but Gwen didn't care. All she knew was that she did not want to deal with them if they caught her.

_How ironic_, she thought while making her way through the forest. _I came to this school to get away from anything alien related and I went walking right into it. _

Gwen stopped to catch her breath and turned around to make sure no one had followed her. She smiled through her pants; it didn't look as though anyone had followed her. Her theory was proven false as she turned around and collided into someone's chest. "K-Kevin?" she choked out, seeing his smirking face before her.

"You're Ben's cousin, right?" he asked as Gwen took hesitant steps back. "What was your name again?"

Gwen's blood boiled. She and Ben had fought him countless times and he couldn't even remember her name? "My names Gwen," she said harshly. "What are you doing here, Kevin?"

Kevin raised an eyebrow at her defensive stance and the hostility in her voice. He put his hands up, as though surrendering. "Hey, I'm not here to fight," he stated while taking a step forward. "I just came here to make a deal. You were the one spying."

Gwen blushed, embarrassed at that fact. "Well, _you_ were the one doing something illegal."

Kevin nodded as a smirk graced his lips. "Very true. But that really shouldn't be a surprise to you, should it?" As they talked, Gwen hadn't noticed that Kevin kept taking small steps towards her until her back was against a tree and he was towering her. "Now," he mused, "the question is whether or not I should let you go and forget that you ever showed up?"

"I vote on that choice," Gwen said, surprised that she could keep her voice from shaking.

Kevin sighed while shaking his head and said, "Wrong answer."

Gwen's eyes widened and she ducked just as Kevin's fist was going to make contact with her face. She swiftly moved away, putting some distance between the two. Kevin chuckled while placing his hands on a tree. Gwen gasped as his entire body was suddenly cloaked in an armor of wood. "That's new," she mumbled.

"If you liked that, you're gonna love this!" Kevin exclaimed while gripping the tree he had absorbed and lifting it off the ground. Gwen shrieked and jumped out of the way just as Kevin tossed it at her. The tree collided with other trees, sending them crashing into the ground. _Since when was he this powerful?_ she thought as sweat beaded down her forehead. Gwen tightened her hands into fist, trying to stop them from shaking. _Damn it...why didn't I practice more spells? I just hope that I can remember the one's I used to know._

Gwen suddenly smirked as the memories came back to her. She held her head high and her smirk increased, seeing Kevin's confused face. She raised her hands up and mumbled under her breath, "_Subvolo!_"

Gwen's hand glowed magenta and two trees' that stood behind Kevin suddenly glowed the same color and were lifted off the ground. Kevin turned around and gasped as they came crashing into him. Gwen smiled as Kevin went crashing into the ground, the two trees rested on top of him.

"Wow," Gwen whispered, feeling a surge of power course through her veins. "That felt...really good." She lifted the palms of her hands, seeing them sparkle as the magenta color intoxicated her. She hadn't used a spell in so long that she forgot how good it felt and how powerful it made her feel. The good feelings disappeared as quickly as it came, as the trees that lay on Kevin began to tremble and were suddenly flung off the ground and away from him.

Kevin stood up from the ground, clenching his throbbing head. He looked over to Gwen and glared. "I see you learned a trick or two since we last met," he growled. "But so have I."

"Face it Kevin," Gwen replied, raising her arms in preparation for another attack. "You underestimated me. _Impetum_!"

The magenta energy that spiraled Gwen's hands suddenly shot out and went charging at Kevin. Anticipating her attack this time, he pulled his arms in-front of him in an attempt to block. Kevin smirked as he remained standing after her attack. "My turn," he said before charging towards Gwen at a fast pace. Gwen dodged his punches but didn't notice the kick he had aimed at her stomach until it struck her.

Not giving up, Gwen exclaimed, "_Adjuva me tellus!_"

Kevin let his eyes widen as he was suddenly unable to move his feet. Looking down, he saw that the roots from under the ground had rose up and tangled themselves around his legs. Gwen stood up and, raising her hands, said, "Sweet dreams Kevin."

Kevin closed his eyes, waiting for her attack, but it never came. Opening his eyes, he saw that Gwen had frozen. _M-My body...why do I feel so...?_ Before she could finish her thought, Gwen's mind went blank and everything suddenly went black. Her body collapsed onto the ground as the roots that restrained Kevin went back into the earth.

Kevin noticed the quill that was on her arm and grinned. He looked over to see Argit running up to him. "Nice one Argit," he complimented.

"Yeah well, it was getting kinda boring over there," he shrugged.

"You mean you were watching this whole time and didn't even think to help me out?" Kevin glared and clenched his fists as Argit put his hands up in defensive.

"Hey! Slow down Kev; remember who saved you before she could finish you off." Kevin sighed before averting his gaze to Gwen's unconscious form that rested on the ground. Before Argit could ask him what they should do with her, Kevin had lifted her off the ground and over his shoulder. He then turned to Argit and said, "Tomorrow, come over to my place and you better have my half of the money."

Without another word, Kevin walked away.

* * *

Gwen wasn't sure what happened. One minute she was fighting Kevin and the next everything was black. The memories suddenly came flooding back to her and her eyes snapped open. "Kevin!" she gasped while shooting upright. She frantically looked around, seeing that she was back in her bedroom and on her bed. The door opened and Julie walked in.

"Oh, you're here," she smiled. "I was wondering where you went."

Gwen didn't hear her though, her mind was too distracted. _What the hell happened?_ she asked herself. _Did I just dream up the whole thing? No...I couldn't have. It felt too real. Well, if it was real, why am I in my bed? Wait...did...Kevin bring me here? _Just as the thought crossed her mind, Gwen felt something touch her hand. She averted her eyes to see a piece of paper folded beside her palm. She hesitantly lifted it up and unfolded it.

_As soon as you wake up, go to the old warehouse by the school. There should be an opened window on the side. You'll know how to climb in once you get there_, it read.

"Gwen?" Julie asked, seeing the anxious expression on her face. "Is everything okay?"

Without answering her, Gwen stood up from her bed and made her way towards the door. She paused and turned back to Julie. "Julie, I need you to cover for me if anyone comes in and wonders where I am," she said in one big gulp of air. "Can you do that for me?"

"Um, sure. But may I ask where you're going?"

"I'll explain later. Thanks." With that, Gwen left the room, leaving behind a very confused Julie. She decided to shrug it off though, thinking that Gwen must have her reasons.

* * *

Sneaking out of the school was the easy part. Figuring out why she was even going in the first place was what really troubled Gwen. She had asked herself what she was thinking throughout the entire walk towards the warehouse. It wasn't hard to find, which pleased Gwen. She just wondered why Kevin would even ask her to come there in the first place.

She had thought it was a trap at first, but that wouldn't make sense. Why would Kevin try to finish her off in an old warehouse instead of back in the forest when she was vulnerable?

_Maybe I shouldn't think about this too much?_ She decided, seeing the warehouse up ahead and picking up her pace. _After all, judging by what happened in the forest, I could defeat him if he tries anything_. Once she reached the old warehouse, Gwen went over to the side and saw that Kevin was right, high above was a glassless window than anyone could easily climb into.

The hard part was getting up there but, just as Kevin said, there was an easy way in. A stack of crates layered on top of each other led directly to the window. Gwen sighed before beginning to make her way to the top. As soon as she entered through the window, Kevin was right there waiting for her. He was laid down casually on the bed at the corner of the room, arms rested behind his head. Gwen crossed her arms and remained by the window, making sure she had a quick escape if anything happened.

Gwen narrowed her eyes into a glare as Kevin stared at her down. He then sat up into a sitting position and decided to speak, seeing as she wasn't going to. "You're probably wondering why I asked you to come," he voiced.

"That's exactly what I'm wondering," Gwen sneered. Kevin raised an eyebrow at her defensive attitude and Gwen wondered if there was something wrong with him. He had attack her back in the forest, of course she'd be defensive!

"No need to get all PMS on me," he mumbled, laughing when he saw the look Gwen gave him. "All right, all jokes aside, I need to talk to you."

Gwen raised a delicate eyebrow, seeing his roguish mask evaporate, revealing the more serious and mature side of Kevin. This time, when Gwen spoke, the hostility in her tone disappeared and was replaced with genuine curiosity. "Okay, what do you want to talk about?"

All of a sudden, Kevin seemed to be really awkward. "I...um..."

The corners of Gwen's mouth twitched as he seemed to struggle with his words. "Okay," she said while letting out a laugh. "Kevin Levin, nervous? I'd never thought I'd see the day. Ben would just love to see this."

"Haha," he mumbled sarcastically. "What I wanna ask you isn't exactly easy."

"Oh come on," Gwen replied skeptically. "It can't be that hard to say one sentence. Just come out with it, I didn't come here for nothing. So...what do you wanna ask me for?"

Kevin looked away before saying, "Your help."

Gwen froze as she stared at Kevin incredulously. Kevin Levin...is asking her for help? Gwen has heard many crazy things before, but this had to be one of the most abnormal. Not only were they enemies, but Kevin never seemed like the type to ask someone for help. "Okay...?" she drawled out the word like a question, still trying to comprehend what he had asked her.

"Do you have to look so surprised?" Kevin grunted, irritated.

"It's not like we've been friends forever that you could just come to me for help and not expect me to be surprised." Gwen uncrossed her arms while making her way across the room. She still had her guard up, but Kevin seemed to be sincere at the moment. "Anyway, what do you need my help for?"

"This." Kevin reached into his pocket and pulled out what looked like a circular, disk-like object marked with a green and black symbol. The green part was shaped like an hourglass. "It's a Plumbers Badge," he explained, seeing her confused face. "It's...my dad's badge."

"Your dad was a plumber?"

Kevin ignored her question and continued. "After my dad died on a mission, my mom gave this to me. She said that my dad gave it to her before the mission to give to me. I think he knew he wasn't going to make it. I always wondered what he wanted me to do with it. But I never really knew how to use it...until a few days ago."

Gwen nodded, listening to his rant. She saw the nostalgia and sadness deep in Kevin's eyes and placed a hand on his shoulder, but Kevin shook it off.

"After I got out of the Null Void," he continued, "I tried my best to find out the reason behind my dad's death and why he left me his badge. The only thing I could think of doing was coming back to the place where he had gone for the mission."

"Wait? Your dad...died here?" Gwen asked, not believing her ears. "At this school?"

Kevin nodded. "I don't get it either. Why would he have such an important mission at a school like this? But...I think that's what his mission was and I think that's what he wants _me_ to figure out." Kevin then looked at Gwen dead in the eye, his mouth in a tight line. "Look, I know were not on good terms here, but as soon as I saw your power back at the forest, I knew that I had to ask you for help. There wasn't anyone else I could turn too."

Gwen remained silent and considered everything he said. For some reason, she believed everything he had said and even felt sympathy for him. Not only that but she felt proud of him. Kevin had certainly changed and for the better. She then frowned. Wasn't the whole point of coming to Bancroft Academy to _not_ deal with anything alien related? Somewhere, deep in the back of her head, she knew that it would be hard. But she had hoped that she could have at least more than just one day of normality.

Gwen sighed, but couldn't help the smile that graced her lips as she turned to Kevin. "I'll help you..." Kevin smiled. "...but on one condition."

His smile gone, Kevin skeptically asked, "What's the condition?"

Gwen tone of voice turned serious. "If I'm gonna help you...I need to be able to trust you." She stuck out her hand and Kevin raised an eyebrow, confused as to what she wanted. Seeing this, Gwen continued. "If you shake my hand, then you swear to not double-cross me and not try to hurt me. Deal?"

Kevin chuckled while rolled his eyes. He grasped her hand in his and they shook. "Deal."

* * *

**So what do you think? Please give me your opinion in the reviews, cause I'm not so confident with this story for some reason. If any of you are confused, ask me. But I don't think it's really hard to get. Kevin needs Gwen's help and she accepted. That's about all there is too it, lol. **

**Thanks for reading! Please Review! **


	4. Chapter 4: The Secret Helper

**I forgot to mention that Gwen's spells are in Latin. My bad, lol. Anyway, I hope you all enjoy this chapter. Don't forget to review! =)**

**Disclaimer: I do not own Ben 10**

* * *

"Gwen, is there something on your mind?" Julie asked, taking another bite of her sandwich.

Gwen looked up and stared at her from across the table. "No, why would you say that?" she replied, raising a delicate eyebrow.

"Cause you've been staring at your sandwich for about ten minutes now," she laughed. "Now, I don't know if that's a regular thing for you but…"

Gwen laughed, but it was a bit forced. The truth is, ever since her meeting with Kevin she hasn't been able to concentrate in school. It's been a few days since she agreed to help him and she hasn't heard a word from Kevin. Gwen debated a few times whether or not to go back to the warehouse and check on him, but decided against it. After all, if Gwen knows anything about Kevin, it's that he can take care of himself.

What really troubled her was where to start? She had agreed to help him, but what can she do? His dad had only left them a badge, nothing else. How were they supposed to finish his mission when they don't even know what the mission is?

Gwen sighed while resting her chin on the palm of her hand. Her eyes scanned the cafeteria, seeing the carefree kids talk amongst themselves. Gwen felt envy towards them; they didn't have to deal with aliens like she did. Her eyes caught sight of Luke. He was grabbing his lunch tray and making his way towards his table. Gwen smirked as an idea suddenly popped into her head.

"Where are you going?" Julie asked, seeing Gwen stand up.

"Um…bathroom?" she replied, but it sounded more like a question than an answer. Julie kept her eyes on her friend, seeing where she was going. A smile lit up her face when she saw who Gwen was walking towards too.

"Hey Luke," Gwen greeted, taking a seat beside the white-haired boy. Luke grinned as soon as he saw her sit beside him. Gwen smiled back, realizing that she hasn't talked to him since they passed notes to each other in Mass Communications class. "How've you been?"

Luke shrugged. "Trying to get by school like everyone else. What about you? Any reason you decided to talk to me?"

Gwen laughed sheepishly. He was such a blunt guy, always wanting to get right to the point. "Actually, I need to ask you for a favor," she admitted. He raised an eyebrow, curious as to what she needed. "Your mom's the headmistress of the school, so she has to know a lot about it, right?"

Luke nodded. "Yeah, but I don't see where you're going with this."

"Well, I was wondering if you wouldn't mind…getting me that information." Gwen didn't say anything after that, letting her request sink in. Luke's face was impassive, but she could tell that he was thinking about it. Whatever his answer is, she just hoped that he wouldn't ask her for the reason she'd need the information.

After a moment of silence Luke said, "Sure."

Gwen raised an eyebrow at his answer. "Really?"

Luke laughed at her expression. "Did you think I was gonna say 'no'? Seriously Gwen, it's no big deal."

Without knowing what she was going, Gwen wrapped her arms around his neck and pulled him into a hug. "Thanks Luke!" she said before letting go and making her way back to Julie. As she sat down, it finally dawned on her what she had done and Gwen could feel her cheeks heat up.

"What was that?" Julie laughed, having watched the entire exchange. "You hug him and then just leave?"

"I didn't mean to hug him," she quickly defended herself, shyly fidgeting her fingers. "It kinda just happened." Julie took another bite of her sandwich and raised an eyebrow when she noticed someone walking towards their table.

"Gwen, isn't that Scarlet?" she asked, pointing a finger at the girl. Gwen turned around and instantly wished she didn't. Scarlet smiled and waved as they locked eyes. _Is this girl bipolar or something?_ Gwen wondered, seeing her walk towards her.

"Hey, is this seat taken?" Scarlet asked, not even waiting for answer and just sitting down beside Gwen. "Gwen, do you have the English notes?"

"English notes?" Gwen echoed, confused by her strange question. "After what you said to me, you come here just for that?"

Scarlet let her smile fade and sighed. "Alright, I guess acting sweet doesn't work for you like it does other people." Gwen was about to ask what she meant by that, but Scarlet continued, a determined expression crossing her face. "Listen, we don't have to be friends. As far as I'm concerned, I don't even like you."

"The feelings mutual," Julie said, glaring. But Scarlet ignored her.

"But Estella told me that I have to get along with you so-"

"Wait," Gwen cut her off. "Why would Estella tell you that? I didn't tell her what you said to me."

"You didn't have too," Scarlet scowled. Gwen could see that there was a hidden meaning behind her words and was about to ask what when the bell rang, signaling the end of lunch. Scarlet stood up and turned to leave, but seemed to change her mind and turned back to face Gwen. "Next time Estella wants to talk to you, don't go with her," she said before leaving.

Gwen watched her go and almost didn't hear Julie say, "What a bitch."

"Yeah but...what did she mean by that?" Gwen muttered more to herself than Julie. "What's wrong with Estella? She seems like an awesome headmistress."

"She is," Julie agreed, slinging her backpack over her shoulder and standing up. Gwen mimicked her actions and they both began heading towards their next class. "Scarlet just doesn't want to get in trouble. That's why she doesn't want you talking to Estella," Julie added.

"Whatever, I really don't wanna think about Scarlet," Gwen groaned, rubbing her throbbing head. "I'm too tired; I couldn't sleep much last night."

"Speaking of nights, you never told me where you went a few nights ago when I covered for you."

_Damn it..._Gwen groaned in her mind. _Julie's been so nice not to mention it so far. I hate having to lie to her. _"I...just needed to talk with a teacher for the homework I missed." Julie nodded, seeming satisfied with her answer. "Thanks for covering for me by the way," Gwen added.

Julie waved her hand, as though literally blowing her words away. "It wasn't a problem. I had nothing to do that night anyway. By the way, I was thinking about joining the schools Tennis Team."

"That's awesome," Gwen smiled. "I didn't know you played Tennis?"

"Yeah, tryouts are next week and I was wondering if you could come with me. Please? I really need you there." Julie pouted her lips and put up puppy-dog eyes, hoping for her to accept. Gwen laughed at her act and felt herself nodding. Who could resist puppy-dog eyes?

"That was a dirty trick, you know?" she smirked.

Julie crossed her arms defensively and faked being hurt. "Are you saying you wouldn't have come?"

"No," Gwen said matter-of-fact. She kept her face impassive, causing a hurt expression to cross Julie's face. Thinking that the girl had had enough torture Gwen chuckled and said, "I'm just kidding. Of course I'll be there."

Julie glared playfully and bumped her shoulder against Gwen's. Gwen suddenly felt something vibrate in her pocket and fished out her phone, seeing that she had a call. She raised an eyebrow, seeing that it was Kevin. "Um, Julie, I'll see you in class," she said, thinking of a quick excuse. "I've got to take this call. It's my mom."

Julie nodded and waved her goodbye before continuing to head down the hall while Gwen stayed where she was. She flipped open her phone and spoke, "What'd you want?"

"_What, no 'hello'?_" Kevin's voice said sarcastically through the other end.

"I haven't seen you in days and you call me so suddenly during class," she replied. "You don't deserve a 'hello'."

"_Aw, you missed me that much?_"

"Yeah, I'm dying without you." Sarcasm laced her voice as she rolled her eyes at his childish antics.

"_I'm the only one who gets to be sarcastic here princess_," he stated and Gwen could almost picture him smirking from where ever he was. "_Putting how much you need and miss me aside, I need you to meet me outside your school._"

"Why?" Gwen couldn't help but ask.

"_I think you know by now not to ask questions._"

"And I think you know by now how stubborn I am."

She heard Kevin sigh from the other end and say, "_I'll explain once you get here. I'm right next to the gates, you can't miss me._" Without giving Gwen a chance to speak, Kevin hung up. As Gwen made her way down the stairs, the only thought that crossed her mind was, _how the hell did he get my number?_

* * *

"Alright, what is it?" Gwen asked. Kevin opened his mouth to speak when, out of the corner of his eye, he saw a few students making their way towards the gate. He seized Gwen's hand and led her into a large bush where they wouldn't be seen.

"That's better," he mumbled while releasing his hold on Gwen. Her hand tingled and Gwen suddenly missed the way his hand fit into it. She mentally kicked herself of such thoughts and focused on the task at hand. "Have you ever heard of a holo-viewer?" he asked.

Gwen didn't know what that had to do with anything, but answered anyway. "Isn't it some kind of device that could leave messages?"

Kevin smirked. "I see you're not totally clueless on alien stuff." Gwen glared and Kevin continued. "Anyway, I got a tip that there's a holo-viewer in the school that's got some important information on it."

Gwen tucked a strand of hair behind her ear while thinking, _what kind of information could be in it?_ "Where is it?" she asked.

What Kevin said next wasn't what Gwen expected. "It's somewhere in the headmistress office."

"The headmistress?" she repeated, making sure she heard right. It didn't make sense to her. Does Estella have some kind of connection to Kevin's dad's mission? "Why would it be there? What does she have to do with it?" Kevin shrugged. Gwen felt her phone vibrate once again and opened it to see that she had received a text-message from Julie.

_Where are you? Why aren't you in class?_ Gwen mentally slapped herself and wrote back; telling Julie that she wasn't feeling good and had went to the infirmary. Gwen sighed and leaned her head against the bush. "Everything, okay?" Kevin asked, curious as to why she seemed so down.

"It's my friend Julie. I hate that I have to keep lying to her." Gwen didn't know why she was even telling him this, but she was glad that Kevin was actually listening.

"Well, get used to it," he replied nonchalantly. "Cause unless you wanna tell her about aliens and your powers, you're gonna have to keep lying." Gwen knew he was just being truthful, but it would help if he could at least be a bit more sensitive about it.

"Thanks Kevin, you make me feel so much better," she muttered sarcastically, resting her head on her knees.

Kevin smirked while giving her a pat on the head. "No problem, princess."

Her head shot up at that. "Can you stop calling me that already?"

"No, why should I?"

"Cause I don't like it."

"And that's why I call you that, princess."

"Stop it!"

"Princess."

"Stop!"

"Princess."

"I told you to stop!"

"Princ-" Gwen had clasped her hand over his. She could feel his hot breath on her skin as he laughed against her hand. Gwen tried to glare, but found herself laughing along with him. Kevin seized her wrist and removed her hand from his mouth. Gwen looked up and they locked eyes. It was at that moment that Gwen realized how close their faces were and for a moment, neither of them spoke, only stare into each others eyes. Silence lingered in the air, but it was a comfortable silence that Gwen felt herself being intoxicated in.

"Um...we should go over the plan...," Kevin mumbled awkwardly, breaking the silence. "You know...when you get the holo-viewer from the headmistress office."

Gwen nodded while trying to calm her heated cheeks. "Sounds good."

* * *

Gwen listened to Julie breathing, hearing it become steady. She sat upright on her bed, looking over at her roommate, wanting to be certain that she was asleep. Seeing that she was, Gwen quietly slipped out of bed. She paused at the door and, as slowly and carefully as possible, she opened the door and walked out. She looked back at Julie before closing it, sighing in relief to see that she was still asleep.

Gwen made her way down the lonely halls. The plan was simple enough; sneak into the Estella's office once everyone was asleep and take the holo-viewer. Gwen just hoped that she would be able to find it. Finally, she reached the office and tried to turn the knob, but found it to be locked. She anticipated this, which was why she had looked into her spell book and found the perfect spell for this dilemma. "_Recludo_," she whispered.

Gwen heard an audible _click_ and, sure enough, the door was unlocked and Gwen was able to step inside. Darkness coated everything, but luckily, the moonlight that shone through the window gave Gwen enough light to be able to see. _Now, if I was a holo-viewer, where would I be? _

She decided to look through Estella's desk first. After all, that seemed like the place a headmistress would keep important things. Gwen made her way towards the desk and opened the first cabinet she got her hands on. She searched through it but found it only to be piled with papers. Gwen searched through another cabinet, but got the same results.

Her eyes snapped to the door as she suddenly heard footsteps. Gwen cursed under her breath and quickly ducked and hid under the desk, praying that whoever it was would leave. She heard the door to the office open and someone walk in. Sweat beaded down Gwen's forehead and she could hear her heartbeat in her ears as the footsteps began making their way towards the desk.

"Gwen?" she heard a voice say. Gwen gasped and stood up from under the desk.

"Kevin? What are you doing here?" she asked. "And how did you get into the school?"

"I walked through the front door. It's a school Gwen, not a bank," he smirked, before taking a look around the office. "Did you find anything?" Seeing her shake her head, Kevin went over to the desk and open all the cabinets. He sighed when he found nothing and turned back to Gwen.

"Whoever told you the holo-viewer was in here, are you sure they weren't lying?" Gwen couldn't help but ask.

"No," Kevin replied, "I don't think so. Maybe we're looking in the wrong places." Kevin looked over Gwen's shoulder and raised an eyebrow at something. Gwen turned around to see what he was looking at and caught sight of a painting of the school.

She faced Kevin and said, "Why are you staring at that painting?"

Instead of answering her question, he asked one of his own, "Have you ever seen one of those old-time scary movies?"

Gwen blinked back in surprise, confused by his abnormal question. "Um...what does that even have to do with anything?" she asked with bit hostility in her voice. Gwen didn't exactly see this as a time to ask questions that didn't relate to the plan.

"Well, in those kind of movies, the things the heroine are trying to find are usually either, behind a bookcase or hidden behind an old painting." Gwen crossed her arms. Seeing her defensive stance Kevin continued, "It can't hurt?"

Gwen looked back to the painting and sighed. "This is pointless," she mumbled under her breath before making her way towards the painting. She gripped the sides and pulled it from the wall and down onto the ground. Gwen heard Kevin gasp from behind her and let her own eyes widen.

"Ha! I told you!" Kevin exclaimed before quickly shutting his mouth. Gwen didn't even bother to tell him to lower his voice and only continued to stare at the safe that was attached to the wall. She gently placed the painting by the wall so that it wouldn't fall and placed a hand on the safe.

All of a sudden, an invisible force knocked Gwen back and she fell down onto the ground. "Gwen, you okay?" Kevin asked, worry evident in his voice. He gripped her forearm and pulled her to her feet before saying, "What happened?"

"I...don't know?" Gwen admitted. "I just touched it and it…punched me or something."

Kevin looked back to the safe to see that it was glowing a strange red color. "The safe obviously doesn't want us to see what's inside."

Gwen's face was a question mark. "Are you saying the safe is alive?"

"I'm saying that, whoever owns this safe, put some kind of energy around it to prevent people from touching it." Kevin sighed while running a hand through his hair. "Now the only thing to figure out is _how_ where supposed to open it."

Gwen sighed as well before an idea suddenly crossed her mind. "Hey, don't you absorb energy?"

Kevin nodded. "Yeah, do you think I can penetrate whatever is not letting go near the safe?"

Gwen's smiling face was enough of an answer for him. Kevin looked around for something to absorb and went to a pipe near-by and placed a hand on it before absorbing its energy. His entire body was then coated in an armor of steel. He averted his gaze to Gwen and smirked at her gaping face. "Still can't get used to that," she muttered.

Kevin chuckled before making his way towards the safe. Taking a deep breath, he placed his hand on the handle. As soon as his hand made contact, some kind of invisible force tried to knock Kevin back. He gritted his teeth and tried to resist it. The force increased and just as Kevin was about to give into it, he used all his will-power and ripped the safe open. As soon as it was open, the force seemed to stop.

"You did it," Gwen said happily. Kevin panted, but smiled nonetheless. He released the energy he had absorbed, returning his body back to normal and took a seat on the floor. "You okay?" Gwen asked.

"Yeah...that just took a lot out of me," he replied. Gwen placed a reassuring hand on his shoulder before going back to the opened safe and taking a look inside. "Do you see the holo-viewer?" Kevin asked, but he already knew the answer by the expression on her face.

"No," she said, hanging her head in disappointment. "The only thing in here is papers."

"What?" Kevin stood up and looked inside, seeing that Gwen wasn't lying. He slammed his fist against the wall. "Damn it! We did all this for nothing."

Gwen ran a hand through her hair, eyes focused on the safe. "Not necessarily...," she whispered, more to herself than Kevin. Kevin averted his eyes to her and gave her a questioning look. Seeing this, Gwen explained. "I mean, your dad came here because there was something going on at this school, right?"

"So?" he echoed, not seeing the point.

"So, you saw the energy that guarded the safe. It wouldn't be there if there wasn't something alien going on at this school."

Kevin sighed. "I see your point." He looked back to the safe and reached inside and pulled out the file that lay inside. "Well, whoever sent me here, sent me here for a reason. Let's check out what inside this file." Gwen nodded and moved closer to him, getting a better view of the file as he opened it. She forced down the blush that threatened to make its way onto her cheeks at how close they were and instead read.

"It's...a list?" Gwen questioned, seeing a list of names stacked over each other. She heard Kevin gasp and followed to where his eyes were and let her own eyes widen. "Why is my name on this?"

"I don't know," Kevin replied, puzzled. "Maybe it's a list of students?"

"No, there are only ten names on the list." Silence filled the room as neither of them knew what to say. Gwen sighed, breaking the silence, and said, "I guess it's just another mystery to solve." She began making her way towards the door. "Come on, we should go."

Kevin nodded.

* * *

Gwen stood by her doorway and was about walk in when she felt a hand grab her wrist. "Look, I'm sorry that that was such a waste of time," Kevin apologized, surprising Gwen.

"I didn't know you were capable of apologizing," she giggled. He let out a small smile.

"There's a lot you don't know about me," he replied. "Goodnight," he said before making his way down the hall, disappearing into the darkness. Smiling to herself, Gwen opened the door to her room and looked out the window, disappointed that the sun was already beginning to rise. _Man, I'm so tired_, she groaned in her mind.

Gwen collapsed onto her bed and let out a blissful sigh. "Huh?" she voiced, feeling something rough underneath her pillow. Gwen removed her pillow and let her eyes widen. Underneath it was some kind of circular alien-tech. Ignoring that, Gwen lifted up the note that lay beside it instead.

_I believe this is what you were looking for?_ it read. Gwen lifted up the alien-tech and gasped, realizing that it was a holo-viewer.

* * *

**Ohhh! Someone's helping Gwen out? Who could it be? Read and find out! xDDDD**


	5. Chapter 5: Careful Who You Trust

**Yay! New chapter! I'm actually really liking how the story is coming out. But, I wanna ask you guys something. Do you think I should change the genre to Romance/Mystery? Cause, I don't know, the past few chapters have seemed like more of a Mystery than Adventure? O.o**

**Disclaimer: I do not own Ben 10.**

* * *

"_I don't know how much time I have, so I'll make it quick. Max Tennyson, I entrust you with this message that should be delivered to my son; Kevin Ethan Levin. Listen carefully; there have been strange disappearances at Bancroft Academy and I've been hired to investigate exactly what it was. Kevin, whatever happens on this mission, if I am not able to complete it, I want you to finish what I could not. I want you to found out everything you can about Isabelle Skye. Kevin…I know you are young and this is something too big for you to understand…but there isn't anyone else I can trust with this mission. I wish I could explain what you and your mother mean to me…but my time is up_."

Gwen sighed and leaned her back against the wall. Kevin sat on his bed in the corner and had been repeating the same message over and over again. As soon as classes were over, Gwen had rushed over to the warehouse and handed Kevin the holo-viewer. He hadn't stopped listening to it since. "Kevin," she said. "No matter how many times you listen to that, it's not gonna change."

Kevin paused before he had a chance to play it again and sighed. "I know," he replied sadly. "It's just…I haven't heard his voice in a long time."

Gwen's eyes turned sympathetic and she stood up before making her way towards him. If Kevin knew that Gwen had taken a seat beside him, he made no move to acknowledge it. He finally turned to her when she had rested her hand on top of his. "I'm sorry," she said softly. "I know you miss your dad. I was being insensitive."

Kevin shrugged. "It's cool. I do miss him, but what I need to focus on is the mission he left for me to finish."

Gwen nodded and said what's been on her mind since they had listened to the holo-viewer. "Why did your dad ask my grandpa to give you the message? Did they know each other back then?"

"I don't know. What I want to know is why your grandpa didn't give me the holo-viewer after my dad asked him too?" Gwen tugged at her pony-tail, trying to think of an answer, but couldn't. "Hey," said Kevin. "Why don't you ask your grandpa? Just call him and well see what he says."

"Are you sure that's a good idea?" Gwen asked skeptically. "If I tell him that I'm helping you, he might not be so willing to trust you."

"It's worth a shot."

Gwen nodded and blushed as she realized that she was still holding his hand. Kevin noticed this too and quickly removed his hand. Was it her imagination, or did Gwen see a tint of red in his cheeks? She shrugged it off, deciding that it was probably just a trick of the light. "Hey, do you have any idea who could have left me the holo-viewer?" Gwen asked, seeing as the question had been running through her mind for a while now.

Kevin shook his head. "Not one clue."

* * *

"You didn't have to walk me back to the school, you know?" said Gwen, although she didn't object to the idea.

"What can I say?" Kevin smirked. "I'm a sensitive gentleman." Gwen bumped her shoulder against his but couldn't help but laugh. They reached the school gate and Gwen turned to Kevin to say goodbye when a voice interrupted her.

"Gwen!" Gwen looked over to see Luke coming her way. Gwen gasped before grabbing Kevin by the shoulders.

"Wha-?" Kevin began, but was cut off as Gwen suddenly stuffed him into a near-by bush, concealing him completely. She then swiftly turned back to see that Luke had just reached her; luckily he didn't notice that someone else was with her.

"You got a minute?" Luke asked, completely oblivious to the eyes that watched his every move.

Gwen nodded. "What's up?"

He reached into his backpack and pulled out a stack of papers. Seeing Gwen's confused face he said, "It's the history of the school. You asked for it, right?"

Gwen's face lit up. "Thanks!" Once again, she had pulled Luke into a hug. This time though, he didn't hesitate on returning it. Gwen didn't know why but for some reason, she didn't let go. She felt Luke chuckle.

"Wow, if this happens everything I do you a favor, ask me anytime." Her cheeks heated up as she released her hold on him and tucked a strand of hair nervously behind her ear. They both suddenly heard loud rustling and Gwen clenched her fist as Luke looked over to the bush where Kevin was hiding.

_Kevin, you're so dead!_ Gwen let out a sigh of relief when Luke just ignored the rustling and looked back to her. "So, um…you doing anything?" Gwen asked, blushing.

Luke smirked. "Whatever you're doing, I guess." The rustling in the bushes got even louder this time and Gwen glared, hoping that Kevin could see it. "Oh, shit, I forgot I've got something to do now," Luke said suddenly. "Another time then?"

Gwen tried to hide the disappointment in her eyes and swore she heard snickering coming from the bush where Kevin hid. "Yeah, another time then." Luke waved her goodbye before making his way back inside the school. Once he was completely gone, Kevin stepped out from the bushes and raised an eyebrow at the furious look Gwen was giving him.

"What?" he said dryly, causing Gwen's blood to boil.

"What was that?" She crossed her arms while her glare was still intact. Kevin turned his gaze elsewhere and ran a hand through his hair.

"I don't know what you're talking about?"

"Don't play dumb," Gwen demanded. "I was trying to talk to Luke and you kept making unnecessary noises!"

Kevin scoffed and stuffed his hands into his pockets before walking away, leaving her alone. Gwen stared at his retreating back in confusion. She couldn't understand what he was so mad about. What is because of her? Or…Luke? Gwen tucked a strand of hair behind her ear while making her way towards the building in a daze. _Wait, was it because of Luke? Was Kevin…jealous?_

Gwen laughed while shaking her head. _Yeah right! Kevin jealous of Luke? Ha! That's the dumbest thing I've ever thought of. _

She decided to just shrug Kevin's moodiness off and stared at the stack of papers tucked in her arms. Gwen hugged it tighter to her chest as she made her way down the halls. A smile lit up her as she reached her destination; the library. She stepped inside and took a seat on the nearest table before placing the papers face down in-front of her.

Just as she was about to look through them, someone called out to her. "Gwen?" Gwen turned around and saw Luke. He was carrying a stack of a box's in his arms and a smile graced his lips as he stared at her. "Didn't we just see each other?" he teased. "Are you stalking me?"

"You're the one who keeps calling me," Gwen said with a small smile. "What's with the boxes?"

"I'm helping the librarian bring in some books," he replied, tilting his head toward the front of the library where many more boxes lay. Gwen wondered how she had missed that when she walked in. "That's why I couldn't hang out with you," he added.

Gwen stared at the boxes, then back at Luke and stood up. "Well, as long as I'm here. Need a hand?" she offered.

Luke beamed. "That'd be great! I could really use it." Gwen turned in the direction of the boxes and paused. She glanced back at the papers on the table and grabbed them. She swiftly grabbed a random book from the shelf and placed the papers inside before closing the book and putting it back on the case. "Gwen?" She heard Luke call out to her from the front.

Gwen made sure she mesmerized the exact spot she put the book before making her way towards Luke.

* * *

"Gwen, I'm gonna get someone to help you out back here while I take care of something," Luke said, placing the last box down beside her. "That okay with you?"

"Yeah, sure," she replied, hoping that her disappointment didn't show in her tone. It didn't seem too for Luke exited the backroom of the library, leaving Gwen with only books and her thoughts. They had finished bring in all the boxes, but now had to sort them. Gwen took an old book from the box and blew on the surface, dusk flying into the air. Her nose wrinkled and she sneezed.

"Bless you," someone said.

"Thank y-Scarlet?" Scarlet stood leaning against the doorway, arms crossed. The scowl on her face told Gwen that she really didn't want to be here. _That makes two of us_, she thought as Scarlet made her way over to the box. Gwen began taking books from the box while handing them to Scarlet, who then placed them neatly on the bookcase. She tried hard to ignore the awkwardness in the air.

"I can't believe Luke sent me here to babysit you," Scarlet scoffed, breaking the silence.

Gwen glared. "I don't need babysitting. Why'd he even ask you to help me?"

"I don't really care what the reason is, all I know is that it's pathetic the way you like him." At that point, Gwen had had enough of her bitchy attitude. She swiftly snatched the book from Scarlet's hand and grabbed her shoulder, turning her to face her. "What are you-?"

"I don't know what your problem is," Gwen cut her off, glaring daggers at her. Scarlet let a surprised expression cross her face before the scowl was back. This only further angered Gwen. "As soon as I met you, you've done nothing but put me down on everything. What is your problem?"

Scarlet opened her mouth, but closed it almost instantly. Gwen refused to break eye-contact, desperately wanting answers. Scarlet glared back and ripped Gwen's hands from her shoulder. "I don't have to answer to you," she snarled before seizing the book from Gwen's hand and putting it into the bookcase.

She continued this, completely ignoring Gwen's presence. Gwen sighed, seeing no point in even talking to the girl – seeing as she wouldn't answer any of her questions anyway. The two worked in silence for a while; Gwen passing Scarlet a book while Scarlet would randomly place them on the case. Every once in a while, Gwen swore she saw her sneak glances at her, but as soon as she looked, Scarlet's gaze was elsewhere.

_Okay…this is getting us nowhere_, Gwen thought, handing her another book. _We're gonna be stuck together at this school for a while so…might as well make the best of it. _

Forcing a smile on her face, Gwen tapped Scarlet on the shoulder. She hesitantly turned around and raised an eyebrow at Gwen's smiling face. "Why're you smiling at me like that?" she said dryly.

Gwen kept her smile in place, but was having trouble. "Look, we got off to a rough start-" _Because you're a bitch!_ "-but I know we can be good friends-" _Hell no!_ "-if we just stop fighting." _Touch me and you're going down!_

Scarlet scoffed with a smirk and said, "Who said I wanted to be friends with you?"

Gwen tensed and forced a laugh. Her fist unconditionally clenched and she crossed her arms, not wanting to start a fight. "Your funny," she forced the compliment out of her mouth. "I like funny people."

"Well I don't like you," Scarlet stated bluntly. Gwen's body shook as her eye began to twitch. Scarlet didn't seem to notice that she was retraining herself from choking the girl. "Why do you like him anyway?" she asked suddenly.

Gwen let go of her smile and sent her a questioning look. Her question was so sudden, but Gwen shouldn't be surprised. From what she knows about Scarlet so far, is that she's a very blunt girl who likes to get right to the point. "I don't know who you're talking about," she blushed, nervously tugging at a strand of hair.

"Don't play dumb," Scarlet demanded. Gwen noticed that she was refusing to make eye-contact with her. Her voice suddenly adopted a serious tone as she said, "I know Luke better than you ever will."

Gwen glared. "What're you, in love with him or something?"

Scarlet then locked eyes with Gwen and she looked at her as though she had said the most ridiculous thing she'd ever heard. Surprising Gwen, Scarlet suddenly began laughing. Her laugh sounded like bells to Gwen's ears, surprising her even more. "Wow, you're delusional," she breathed, trying to calm down the giggles that threatened to erupt pass her lips.

Gwen's face flushed and she stuttered, "S-Stop laughing!"

This only caused Scarlet to laugh even more at the annoyed look on Gwen's face. Gwen wished she could continue to be annoyed, but suddenly found herself laughing along with Scarlet. It was Gwen who first stopped as she took a breath of air. Scarlet's laughing soon died down as well and she raised an eyebrow, seeing Gwen smiling at her; a genuine smile this time. "What's with you?" she asked, less hostility in her voice.

Gwen blinked, realizing that she had been staring. "Nothing it's just…you look kinda _sweet_ when you laugh."

Scarlet blushed and her entire face turned red; that, with her round face, made her head resemble a tomato. Gwen covered her mouth, trying to conceal her giggles as her faced turned even redder from embarrassment. "Stop laughing!" Scarlet pleaded, shielding her face with her hands. "I hate when this happens!" she groaned.

Gwen swallowed down the giggles and said, "When what happens?"

"When I get embarrassed," she replied, refusing to remove her hands. "It's why my mother named me Scarlet; because my face gets like this."

This time, Gwen couldn't conceal her giggles as she burst out laughing, clenching her stomach as it began to hurt from laughter. Between her fingers, she could see Scarlet's face getting even redder. After a few minutes of continues laughter, Gwen finally stopped to breath and wiped the mirth from her eyes. She looked over to see that Scarlet was still hiding her face and said sympathetically, "I'm done. You can stop hiding your face."

"Not until you promise to never laugh about it again!" she said angrily.

Gwen rolled her eyes, but smiled nonetheless. "I promise. Wow, it's been a few minutes and you haven't been a bitch."

Scarlet crossed her arms with a scowl. "Don't get used to it," she muttered.

Gwen sighed. "And your back." Scarlet went back to sorting out the books, her trademark scowl still in place. Gwen stared at her with a raised eyebrow. _What's with her? When we were laughing she seemed almost normal_. "Why do you act like that?" she asked, speaking out her thoughts.

Scarlet didn't reply and for a moment, Gwen thought she hadn't heard her, until she said, "Just because we had a moment doesn't mean I have to open up to you."

Gwen sighed once again, thinking that she could never get through to the girl. The door suddenly opened and Luke walked in. "Hey," he greeted. "I see Scar didn't kill you yet Gwen."

Scarlet glared. "You're one to talk."

Luke's body tensed and, lucky for him, Gwen didn't notice. "Very funny Scar," he replied sarcastically with a smirk. "Wait until mom hears about this."

"You wouldn't dare?" Scarlet snarled and Gwen swore she heard her growl. Gwen looked between the two, confused. Scarlet noticed her glances and snapped, "What?"

Gwen cringed at her tone. "Um…are you two really close or something?" she hesitantly asked, hoping that Luke didn't hear the hopefulness in her voice.

Simultaneously they both replied, "We're twins."

It took a moment for Gwen to process what they had just said. Luke stared at her with an amused expression. "I know it's hard to believe, right?" he laughed, ignoring Scarlet who glared daggers at him. "But don't worry, I'm nothing like her."

Now that Gwen thought about it, they both did have some qualities; such as their bluntness and the fact that they have the same eye color. "But wait," she mumbled, "if you're her brother, then why did she tell me too-?"

"I think it's time for you to get back to your dorm Gwen," Scarlet cut her off, using her name for the first time. "We're done here and it's almost curfew." Gwen mechanically nodded and made her way out of the room. She paused at the door and smiled at Luke, a light blush taking over her cheeks.

"See you tomorrow?" she said.

Luke grinned. "Definitely."

With that, Gwen exited the room, leaving the twins alone. Before she left the library though, she remembered the papers Luke gave her and went back to the spot she had left them. She breathed a sigh of relief, seeing that they were just where she left them. As she took them, a folded piece of paper fell out from the book. Gwen placed the book back before seizing the note and unfolding it.

_If you're not gonna watch your own back, I guess I'll have to do it. _

* * *

"What do you think you're doing?" Luke stared at his sister with a harsh glare. Scarlet seemed unaffected by it and only shrugged.

"What am I doing?" she replied dryly. Luke was about to speak when Scarlet made her way out of the room. She really wasn't in the mood to hear her brother lecture her and she certainly wasn't going to hear it while standing in an old dusty room. Just as she was about to walk through the door Luke stated, "Stay away from Gwen."

Scarlet laughed and before she left said, "Funny; I said to her the same thing about you."

* * *

**Gasp! Scarlet and Luke are twins? I didn't know that! Oh wait...yes I did! XP**

**REVIEW AND I'LL GIVE YOU AN IMAGINARY COOKIE!  
**


	6. Chapter 6: What Are Friends For?

**I just wanted to let you guys know something about this story. It will have some filler chapters. Like, I could give you guys a chapter that has NOTHING to do with the story-plot. It could just be some random alien attack or some random drama and such. That doesn't really mean anything though, cause some filler chapters will have hints of the story plot. I don't know, I just thought I'd let you guys know. Enjoy!**

**Disclaimer: I do not own Ben 10.**

* * *

The sun had completed its tour for the day, and had now been replaced by infinite stars, which dotted the inky canopy. A low, waning moon hovered tenuously in the twilight firmament, bestowing a very dim light over the land. It was a cool, windy night; the swaying of trees and rustling of leaves could be heard but not seen, as the encompassing darkness had blotted out all but the faintest light.

Briefly, a dark, wispy shadow eclipsed the crescent moon. For a few shadowy moments, it looked like there was a halo around the cloud, a dull aura of lunar luminescence. Suddenly, the shadow went spiraling down onto the land, leaving a crater in its wake. As it landed, the tree's rusting grew intense, as though alarmed.

Dust cloaked the crater and, as it cleared, revealed the terrifying creature.

The creature possessed an exposed and upside-down skull for a head, only one eye, dark blue skin, exposed bones on certain parts of its bodies, black claws, and a big gaping hole in its chest with black and white striped tentacles hanging out, and breathed an ominous and creepy voice. As it floating forward, the plants beneath it seemed to wither from it menacing aura.

It looked up and a low growl passed through its lips as it saw that the moon began surrendering to the sun. The creature frantically looked around for a temporary spot to protect itself from the sun's harmful rays. Far into the distance, it saw what looked to be a school.

The creature smirked as it began making its way forward.

* * *

Gwen could feel the murkiness of the lake as the water drenched her bare-feet. She lifted her arms, her palms outstretched towards the distant horizon. It was completely silent. Even the wind had paused, as though observing her. Gwen concentrated and, taking a deep breath, she muttered, "_Ascendo._"

At first, nothing happened. But Gwen closed her eyes, refusing to give up. She concentrated harder and her hands began to glow magenta. Soon enough, a fraction of the water began to glow the same color. Gwen smiled as it began to rise into a large wave. Keeping her concentration, Gwen made sure it didn't crash onto her.

She took another deep breath, ready to release the energy and let the water fall back peacefully onto the lake, when suddenly…

"Gwen!" Gwen jumped at the sudden interruption and shrieked as the wave she had created went crashing down onto her. Leaning casually against a tree, Kevin stared as Gwen picked herself off from the ground, completely drenched from head to toe. Her face expression told Kevin that he should run; but he was already used to her short-temper and only lifted the palm of his hand, swaying the papers the he held in them.

Gwen's face lit up and she said, "You finished?" Kevin smirked and began making his way back into the clearing of the forest. Gwen went over to the tree where her spell book laid resting against it. She flipped through the pages until she found the spell she was looking for. "_Siccus_," she read, suddenly feeling a warm sensation coursing through her body.

In a matter of seconds, Gwen was completely rid of all the water and she grinned in satisfaction. "Took you long enough," Kevin commented as he saw Gwen enter the clearing.

She glared. "If you hadn't broken my concentration then I wouldn't need to dry off."

"Uh, let's not get distracted here." Kevin quickly tried to change the subject, not wanting to feel Gwen's wrath. Gwen rolled her eyes and took a seat beside him, both of their back leaning against the large tree. "If it's any contradiction, you're really getting good with those spells," he said with a small smile.

Gwen smirked. "Trying to get back on my good side?"

"Is it working?"

"Well see," she grinned, causing Kevin to raise an eyebrow. _Why is it so much fun to tease him?_ She wondered. _Probably cause he gives the funniest expressions._ Gwen shook herself from her thoughts and took the papers from Kevin's grip. As she skimmed through them she said, "Have you found anything useful?"

"Gwen," he began uncertainly. "Are you sure you can trust this _Luke_ guy?"

Gwen ignored the way he had spat out Luke's name, as though it was something vile and instead asked, "Why?"

"Because I read every word in those papers, which was horrifying," he added the last part with disdain, "and not one page in those papers said anything about mysterious disappearances. Now, I'm not the expert on trust here, but I doubt my dad lied about the disappearances. I don't think-"

"Are you saying Luke lied to me?" she cut him off, her voice adopting a harsh tone. "He's wouldn't do that," she added with certainty; but Kevin could still hear the small doubt.

"How do you know he wouldn't?" Kevin wouldn't back down, not while Gwen was in denial.

"Because," she replied simply, crossing her arms and turning her head away.

Kevin rolled his eyes. "That's really convincing," he muttered sarcastically. Gwen tightened her grip on her arms, wishing desperately that Kevin was wrong. No facts she could think of denied it though. His dad wouldn't certainly lie about his mission to Kevin on the holo-viewer and Luke had promised her the entire history of the school. So...why weren't the disappearances anywhere in the file? They certainly happened; Gwen knew that for sure; she had researched it on the school library a while ago.

"Why would Luke lie though?" she spoke, more to herself than Kevin. "What would he even get out of it?" A sudden thought crossed her mind that brought a smile to her face. "Wait, why are we accusing him? Maybe he just forgot to get that little piece of information."

"Why would he forget it?" Kevin retorted, crossing his arms stubbornly.

Gwen smirked. "Maybe, he was just protecting me. I mean, if I knew about those disappearances, he probably thought I'd leave the school."

"Oh for crying out loud," he groaned while face-palming himself. "You're a love-struck girl who's in denial."

Gwen smacked him upside the head, not caring that he cried out in pain. Color rose to her cheeks, and not just from anger. She couldn't believe Kevin! He'd called her a love-struck girl? She was far from it! _I mean_, she thought, barely hearing Kevin as he complained about his throbbing head. _I'm not in love with Luke. But...I do really like him._

Kevin stopped his complaining as he noticed the crestfallen expression on Gwen's face. She hugged her knees to her chest and buried her head into them. Kevin sighed while running a hand through his hair; he knew Gwen did this whenever she was deep in thought about something that upset her. "Come on Gwen," he grumbled. "Don't get sad."

"It's your fault," she mumbled, her voice muffled. "You always have to make me upset, don't you?"

Kevin's eyes softened at her words. "I don't mean too," he whispered, hoping that Gwen had heard him and was glad that she did; that was something he didn't exactly want to repeat. He smiled as she lifted her head, revealing her confused face. "What's with that face?" he chuckled.

"Well, I always thought you made me mad cause it was fun?"

"Of course it's fun to make you mad," he stated dryly, causing a vain to throb on Gwen's forehead as her anger began to return to the surface. "But it doesn't mean that I like seeing you upset." Gwen's anger evaporated instantly as a blush crept onto her cheeks. She tucked a strand of a hair behind her ear nervously, feeling small beneath Kevin's smirking face. "What?" he teased. "Got no sassy remark?"

"Not at the moment." They both laughed when Gwen suddenly felt her cellphone vibrate in her pocket. She opened it and saw that she had a text from Julie saying, _Where are you?_ Gwen raised an eyebrow at the message when she remembered her previous promise to Julie. "Shit!" she shrieked, horrified.

Without giving Kevin an explanation, she took off in a run. Kevin raised an eyebrow but shrugged it off as nothing and noticed that she had forgotten her spell book.

* * *

Julie sighed from her seat on the bleacher while placing her phone back into her pocket. She rested her elbows onto her knees and placed her chin between the palms of her hands. She wouldn't say she was mad at the moment, just _really_ annoyed. She suddenly heard footsteps coming her way and looked to see Gwen running across the Tennis-Field and onto the bleacher. She stopped beside her and panted heavily.

"I'm...sorry...I'm late...," she panted, trying to catch her breath. Julie stared at her with an angry expression plastered on her face and crossed her arms. Gwen waited until she could talk properly before speaking again. "I'm really sorry I missed your tryouts. I was...busy."

Julie sighed. "Gwen-"

"I promise this will never happen again," Gwen cut her off quickly. Julie stared at her and Gwen saw that she was debating whether or not to stay mad. She knew this was the time to use drastic measures. Pouting her lips and putting up puppy-dog eyes, Gwen gave Julie the famous puppy-dog pout.

"Not the puppy dog pout!" Julie groaned. Gwen didn't give up and pouted her lips even further. Julie struggled to resist, but found herself sighing, "Alright; I'm not mad anymore." Gwen smiled and pulled Julie into a quick hug. Julie couldn't help but smile as her anger went away. It was just a tennis tryout after all.

"So how'd the tryouts go?" Gwen asked, trying to brighten up the mood. "Did you make the team?"

"Easy as pie," Julie grinned. Gwen laughed. _Only you Julie would say something like that_, she thought as they made their way out of the Tennis-Field and onto campus. As they entered the building, Julie suddenly seized her arm and began leading her in the direction of the cafeteria. "You owe me food," she explained. "And we haven't hung out just the two of us in a while."

Gwen allowed herself to be dragged and thought about Julie's words; which were true. She had been so preoccupied with practicing her magic and helping out Kevin whenever she could that she hasn't had time to hang out with Julie. Gwen felt a pang of guilt at that. "Hey Julie," she muttered as they entered the cafeteria.

"What's up?" she replied, tray in hand and grabbing the chili-fries that sat waiting with all the other foods.

_Have I been ignoring you?_ Was what she wanted to say, but what came out instead was, "Chili-fries aren't good for your diet if you wanna play Tennis."

Julie giggled. "You sound like my mom."

"Excuse me for caring," she retorted, taking a seat on their usual table. Julie took a seat across from her and took a bite of a chili-fry. Gwen looked at it in disgust. "How can you stand eating that?" she couldn't help but ask. "It looks like they didn't even cook it."

"Taste better than it looks," Julie said, coming to the chili-fries defense. She seized one and held it to Gwen's face. The red-head quickly retreated. "Come on, try it."

"Sorry Julie, but eating that is practically begging for a heart-attack."

"Just one bite," she insisted. Gwen opened her mouth to talk but Julie used this as her opportunity to stuff the chili-fry into her mouth. Gwen almost choked, caused Julie to burst out laughing. As she swallowed, Gwen let her eyes widen.

"It's...good," she said slowly, trying to see if what she was tasting really was a chili-fry.

"Of course it's good," Julie said, stuffing another one into her mouth. "What made you think it would be disgusting?"

"My cousin Ben," Gwen replied, resting her elbow on the table and her chin on the palm of her hand. "It's one of his favorite foods and whenever he'd eat it in-front of me he'd make it look disgusting just to annoy me." They laughed and Gwen realized that she actually missed her dweeb of a cousin. _Maybe I'll call him later? Yeah, it'd be nice to talk to him._

"Gwen," said Julie, "my first Tennis match is in two days. Promise you'll be there to make up for today?"

Gwen nodded enthusiastically. "Don't worry, I'll be there." Gwen suddenly saw Scarlet walk into the cafeteria from over Julie's shoulder. As they locked eyes, she waved her hand, beckoning her to come over. Standing up, she said to Julie, "I'll be right back." Not waiting for her reply, Gwen made her way towards Scarlet and crossed her arms as she got there.

"This'll be quick, then you can get right back to your little friend over there," Scarlet scowled her bitchy-personality back in place. Gwen figured that their moment back at the library would be forgotten. "Estella needs you at her office; now."

"Estella? You call your mom by her first name?"

Scarlet shrugged. "She and I aren't exactly close. Now stop asking questions and let's go." Scarlet turned to leave, but noticed that Gwen went in the opposite direction, towards Julie. As she reached her, Julie gave her a skeptical look.

"Since when were you friends with Scarlet?" she asked, glaring at Scarlet from across the room. "I thought she was a bitch to you?"

"She was...is," Gwen replied. "But, Estella is asking for me at her office so I gotta go."

Gwen saw hurt flash through Julie, eyes. But as quickly as it came, it disappeared as she smiled, although Gwen could see that it was clearly forced. "Alright," Julie mumbled, turning her head away. "I guess I'll see you whenever then." Gwen walked back towards Scarlet and looked over her shoulder to see Julie with a crestfallen expression clear on her face. She felt a pang at her heart and wished that Scarlet had never shown up.

"Don't worry about her," Scarlet said as they made their way down the hall. "She'll get over it."

Gwen frowned. "I'm such a bad friend." _Julie only wanted to hang out, but I just blew her off and went with Scarlet, and I missed her tryout after I promised to be there. Not to mention the fact that I spend most of my time helping Kevin with his dad's mission and barely get to see her. Damn...Julie must hate me._

As if reading her thoughts, Scarlet said, "It's not your fault and you're not a bad friend. She'll get over it and you two can go back to spending time with each other and do dumb things and blah, blah, blah."

Gwen smiled and let out a little laugh. She had a feeling that Scarlet was kinder than she let people think. Her words might have seemed rude, but Gwen knew that that was as nice as it could be for Scarlet. The corner of Scarlet's lips turned a bit upward and she was glad that Gwen was behind her so she didn't see.

* * *

Estella sat quietly on her chair, hands folded in-front of her on the desk. A smile lit up her face as Gwen walked in through the door, but turned into a smirk as Scarlet walked in as well. "Well, Scarlet, I must say I'm impressed," she mused. "You actually managed to do something I said."

Gwen managed to stifle the laugh that urged itself to be let out as Scarlet glared. "Nice to see you believe in me," she replied sarcastically, but Gwen could hear a hint of sadness in her tone. "Now stop wasting my time and say why you called her here."

Anger flashed through Estella's eyes, but it was gone as soon as it came. "You can go now Scarlet. I just needed Gwen."

Scarlet pursed her lips and shook her head. "Nah, I think I'll hang around." To emphasis her point, Scarlet grabbed the nearest chair and took a seat. Once again, Estella's eyes grew angry and Gwen swore she saw them even turn red.

"Very well," she smiled her kind-self back in place. _Damn...is their whole family bipolar or something?_ Gwen wondered before Estella continued, breaking her out of her thoughts. "Now Gwen, our school will be hosting a formal dance soon and-"

"Really?" Gwen interrupted her, excitement evident in her tone. "That's so cool!"

"Yes it is," she laughed. "Seeing how excited you are about it, I assume you wouldn't mind helping with it?"

Gwen beamed. "Of course I'll help, this'll be fun." She might not be so into dressing up and such, but Gwen always loved dancing. After all, she had taken cotillion lessons for a few years. "When is the dance anyway? And who's gonna help me? I mean, I can't plan a whole dance by myself."

Estella nodded. "The dance will be held in a few days and as to who will help you. I was thinking-"

"Me," Scarlet spoke up, surprising not only Gwen but Estella too.

"I was actually going to suggest Luke to help Gwen out," she replied in irritation, then smirked as she averted her gaze to Gwen. "You are quite acquainted with him Gwen, right? I'm sure you wouldn't mind working with him for a few days."

"Uh," Gwen blurted out as a blush stained her cheeks. Estella's gaze was suddenly making her uncomfortable and she found herself saying, "Scarlet can help me if she wants. I don't mind." Gwen didn't miss the disappointed expression on her face and was surprised when she smiled.

"That's fine," she replied, "If you both don't mind working together. But I warn you Gwen; my daughter isn't a friendly person."

"I noticed," she mumbled under her breath, and Scarlet glared. Gwen stuck her tongue out childishly back at her before leaving the room. As soon as she was out of sight, Estella glared intensely at Scarlet. If looks could kill, she would defiantly be dead at the moment.

"What's with that glare, _mom_?" she scowled.

"Do not call me that," Estella spat out. "You've lost that privilege a long time ago."

"Privilege?" Scarlet rolled her eyes. "Can you be more vain? If people call me a bitch, I'll know where I got it from."

Estella's face boiled red and she swiftly stood up from her chair and stalked her way over to Scarlet. Scarlet's eyes grew wide and fearful as she raised her hand and struck her on the cheek. Her head whipped to the side as her cheek turned crimson. The blow echoed off the walls and for a moment, the only thing that could be heard was Estella's heavy breathing.

"Do not talk to your mother that way," she snarled before taking a deep breath and composing herself. Tears formed in Scarlet's eyes but she bite down on her lip and refused to let them fall, especially in-front of _her_. "That's more like it," Estella smirked. "You should keep that smart-mouth of yours closed more often."

As she made her way out of her office, Estella froze at Scarlet's next words. "You can't stop me," she declared with much determination. "I'm gonna do whatever it takes and you can't do anything about it!"

Estella didn't move a muscle and after a pregnant silence, she mumbled, "We'll see about that."

* * *

Sweat beaded down Julie's face and she intensely gazed at the machine. The racket was held firmly in her hand, but gently enough for mobility. Her feet were locked on the ground as she waited patiently for what was to come. Suddenly, the machine shot out a tennis ball at a fast pace and Julie had only a second to think of a move. She smirked and swung the racket forward, sending the ball flying through the air.

Not stopping, the machine sent four more balls her way in a row and Julie managed to strike each of them perfectly. A smile lit up her face at her progress and she quickly went to turn the machine off. She panted only slightly and went over to grab her things. As she reached her arm down to seize her bag, a foul odor filled her senses and her nose wrinkled. She brought her nose to armpit and cringed at the sweat-smell it leaked. _I really need a shower. _

Just as the thought crossed her mind, Julie grabbed her bag and slung it over her shoulder before making her way back into the school. Unknown to her, a shadow lurked closely behind. Julie froze, suddenly feeling a cold presence as her goosebumps rose. She swiftly turned around, but raised an eyebrow, seeing nothing there. Just as she turned around, the presence was back and stronger. It felt like there was literally something behind her.

Julie was afraid to turn around, but did and let out a shriek. The ghost-like figure smirked at her fear and dove forward, suddenly disappearing as it entered Julie's body. She froze, and her body suddenly felt like nothing but an empty shell. She tried to fight as her mind was slowly drifting in and out of consciousness. Unfortunately, she lost that battle.

Her body began falling, but it caught itself as _something_ took over Julie's mind and occupied her body. It raised her hands and examined them with a smirk.

"This body will have to do," it said, its eerie voice mixing in with Julie's. It made its way down the hall. As people walked by, they gave Julie looks. As her body was moving eerily, almost...ghost-like. "Pathetic humans," it spat out, sending anyone who looked menacing glares.

The ghost suddenly heard someone call out, "Julie!"

* * *

As Gwen made her way down the halls of Bancroft Academy, she caught sight of Julie up ahead and smiled. "Julie!" she called out, seeing her come to a halt before continuing to walk. Gwen raised an eyebrow, wondering if she heard her. "Julie!" she tried again, louder this time. Gwen frowned, seeing that Julie continued to ignore her. _What's wrong with her? Is she mad at me?_

Gwen ran to catch up with her and blocked her path, causing Julie to pause. Gwen gave her a questioning look at the blank stare she was giving her. "Um, hey?" she said uncertainly. "Why didn't you answer me? I was calling you."

Julie's face was passive and she hesitated before speaking again. "I...didn't hear you," Julie replied in a low voice.

Gwen raised an eyebrow. "What's wrong with your voice? Are you sick?" She nodded almost mechanically and Gwen sighed. "That sucks. Anyway, I just wanted to apologize for before. I hope you didn't think I ditched you."

Julie didn't reply and averted her gaze. When she looked back, Gwen was taken aback at the hostility in her eyes. "You're in my way," she breathed and Gwen swore her goosebumps rose at her ominous tone. "Step aside."

"What's wrong with you?" Gwen asked fearfully. "Are you really that mad?"

"I'll get even matter if you don't leave me alone," she replied harshly. "Now move out of my way." Gwen watched Julie as she walked away and half expected her to turn around, laugh, and tell her that she was just kidding. But that didn't happen and Gwen sighed with a crestfallen expression playing on her face. Not knowing what else to do, she walked in the opposite direction, shoulders slumped.

Julie made a left at a vacant hall and, suddenly, her mind was freed as the ghost released itself from her body. She groaned and leaned against the wall while clutching her throbbing head. "Wha...What happened?" she said, her mind in a vertigo.

The ghost's shadowy silhouette cloaked the wall behind her and Julie was too preoccupied with her thoughts to hear the menacing laugh it emanated before disappearing completely.

* * *

**Aww, poor Julie! I know, I'm so evil for making her a victim! Don't forget to review! **


	7. Chapter 7: Don't Be Afraid Of The Dark

**Wow, this chapter took a while to do. So far, its the chapter with the most words. Yay! I think you guys will like this chapter. Not too much romance in it, but PLENTY of friendship! =)**

**Disclaimer: I do not own Ben 10.**

* * *

Gwen walked into her dorm with her shoulders slumped and her head hung low. She dragged her feet over to her bed and let herself fall back onto it. Eyes closed, she allowed herself get lost in her thoughts. _What's wrong with Julie? She can't be that mad at me, can she? I mean, I just with Scarlet because I had to, not because I wanted to. Hmm…she did say she felt sick. Yeah, that's probably it. _

Something broke her out of her thoughts. It sounded as though something was tapping against her window. With a raised eyebrow, she made her way over to the window and pulled open the curtains.

As soon as they were up, a voice said, "What's up?"

"K-Kevin?" Gwen gaped. He was hanging from her window and Gwen quickly opened it before he could fall. Kevin smirked as he made his way into the room and took a look around with crossed arms.

"Nice room you guys got here," he stated.

"What're you doing here?" Gwen asked in panic. Before he could answer, she went over to the door, opened it and looked down the hall; making sure no one (particularly Julie) was making their way over to her dorm. She closed it and glared at Kevin, who sat casually on her bed. "What're you doing here?" she repeated.

Instead of answering, he reached into his pocket and pulled out a book. Gwen smiled sheepishly, realizing that it was her spell-book. "You're welcome," Kevin smirked as she went over and took it out of his hands.

"Thanks," she mumbled with a light blush on her cheeks. Kevin doing something nice for her wasn't exactly a regular thing and she was kinda embarrassed that she could forget something so important to her. "You could have just given it back to me next time we met up instead of risking yourself getting caught here," she pointed out.

Kevin shrugged. "I doubt I'll get caught. I swear, if you don't act suspicious, people will think you're just a regular kid walking through school."

"Still, I don't want you getting into trouble for me," Gwen confessed, earning a sly smirk from Kevin.

"Oh, I didn't know you cared about me so much," he teased, wiggling his eyebrows suggestively. Gwen lightly smacked him on the arm but couldn't hold back the smile. She gasped as she suddenly heard the doorknob to the room turn and began to panic. "Not again," Kevin groaned as she grabbed him by the arm and stuffed him into the closet.

Julie walked into the dorm just as Gwen had closed the closet door. She turned around and put a nervous smile on her face. Julie didn't seem to notice her tense body and only smiled. "What's up?" she said in her normal voice. "What did Estella need?"

Gwen stared curiously at her. "Why is your voice back to normal?" she asked. Julie raised an eyebrow, indicating her confusion. "It sounded off before and you told me you were sick," she explained, but Julie's face was still a question mark.

"What're you talking about?" Julie asked. "I haven't seen you since you went off with Scarlet and I feel fine, just needed a shower." Gwen was only more confused at her words and didn't have time to think when Julie suddenly made her way over to the closet. Gwen quickly stepped in-front of it, blocking her way. Julie was curious about her friends strange behavior and said, "Um, Gwen…can you move please?"

"Why?" Gwen asked her voice a bit shaky. She quickly composed herself. "I mean, what do you need in the closet?"

"Just need to put my tennis-bag away."

"I'll do it," she offered and, not giving Julie time to argue, Gwen pulled it from her grip. Julie stared at her and, after a moment, shrugged it off as nothing and made her way over to her dresser. Gwen released the breath she hadn't known she'd been holding and opened the closet door as fast as she could before Julie could turn around and threw the bag inside.

She heard an audible '_Ow_' from inside, and reminded herself to apologize to Kevin later for that. "So what did Estella need?" Julie repeated her question while pulling a regular t-shirt and shorts from her dresser.

"Oh, she offered me to decorate for the dance and I accepted," said Gwen, glad that Kevin was inside the closet so he wouldn't have to see Julie change.

"No way!" Julie beamed as she laid her body on her bed and rested her arms behind her head. "That's so cool. It shouldn't be too hard of a job for you. After all, you're a really talented girl." Gwen heard Kevin snort from inside the closet and reminded herself that after she apologizes, she'll smack him upside the head.

"I swear Julie, you're too sweet to me," Gwen laughed.

Julie giggled while nodding her head. "I am, right? Maybe I should still be mad at you and act nasty? Hey, if you need help with the dance, I'm free."

Gwen frowned. "Oh, well, Scarlet already agreed to help me."

Julie's beaming face quickly turned into a scowl. "What happened between you two? One day you're at each other's throats and the next you're planning dances together?" Anger flashed across Julie's eyes and Gwen raised an eyebrow. "Why are you looking at me like that?" she asked a little hostility in her tone.

Gwen decided to be truthful and explained, "Well, first you say you're not mad at me, then you tell me to leave you alone, _then_ you come here and act like nothing happened. Forgive me if I'm being blunt here but, are you mad at me or not? Cause you're sending mixed signals and I don't understand what you're trying to tell me."

Gwen's voice was calm but firm and she waited for an answer. They were both lost too busy staring at each other to notice the shadow that suddenly seeped through the floor under Julie's feet and sucked itself into her.

Julie's body tensed and suddenly, her normally calm and pleasant demeanor slowly changed and her face contorted in an all-consuming anger; her nostrils flaring, her eyes flashing and closing into slits, as her mouth quivered, trying to speak out words, but seemed to overwhelmed to do so.

Gwen was so stunned by her suddenly appearance that she actually took a few steps back. "Julie…what's wrong?" she hesitated on asking. She couldn't believe it, she was actually a little afraid of her friend. "What'd I say?"

"It's always about you isn't it?" she snarled, her voice eerie and a little off. Gwen was about to ask why she sounded different when Julie continued. "You've never cared about my feelings or what I want, only if it works for you."

Gwen shook her head, eyes full of hurt. "That's not true. Why would you say that?"

Her snarl slowly formed into a smirk and Gwen's eyes widened. Her smirk was so terrifying, almost…inhuman. Julie took delicate steps towards Gwen and the fear Gwen felt course through her body petrified her that she couldn't move. Julie came to a halt as their faces were only inches apart. For a split second, her eyes flashed dangerously, but it disappeared as soon as it came.

"You don't scare me," she mused, "and I suggest you stop trying to act so innocent. You never know when an _accident_ could happen." She pulled back, menacing smirk still in place. "Good Night Gwendolyn," she said before heading into the bathroom.

Gwen stood in place, still in shock. She violently jumped when she felt a hand seize hers and turned around to see Kevin. He put a finger to his lips, gesturing her to be quiet. He then pointed that finger to the door and Gwen nodded. Gwen was so upset and tired that she didn't even care if their hands were still interlocked as they headed out the door.

* * *

The ghost, still in Julie's body, chuckled darkly. That chuckle soon turned into a hysterical laugh. "These humans are so pathetic with their fragile feelings," it spoke through Julie's mouth. "This one especially is quite amusing. I think I'll play with her just a bit longer."

The ghost ran a hand through Julie's hair and thought. "Hmm," it mused as a sly smirk took over Julie's face. "I think it's time for my presence to be known."

The ghost left Julie's body and Julie collapsed onto her knees. She placed a hand on her throbbing head and groaned. Opening her eyes, she looked around and raised an eyebrow. _How did I get in the bathroom?_ She wondered, getting up on shaky legs and heading out the door.

"Gwen?" she called out. Her confusion was further increased as she looked around the room and saw that her roommate/friend was gone. "Where'd she go?" she asked herself, silence her only answer. All of a sudden, everything went black.

* * *

"Something's wrong with Julie."

"Yup."

"And it's got to do with something alien."

"Of course."

"We gotta find out what's gotten into her."

"Obviously." Gwen raised an eyebrow at Kevin's one-word responses as she followed closely beside him. The cold night air felt good on her face and she didn't feel like asking him where they were going and only waited for him to speak. "I didn't go to your dorm just to return your spell-book," Kevin explained as they got further and further away from the school.

"Why?" Gwen asked.

"I needed to show you something I found while exploring." Instead of asking what he wanted to show her, Gwen continued to let him lead and waited for what was to come. As they walked, Gwen stared at the ground curiously, as the flowers beneath them were withered. Since her eyes were on the ground, Gwen didn't notice that she was about to walk into a giant crater.

Kevin grabbed her sleeve and pulled her back. "Watch your step," he teased. Gwen smiled sheepishly while tucking a strand of hair behind her ear. Kevin averted his gaze to the crater and narrowed his eyes. "What do you make of this?" he asked Gwen.

She shrugged and said, "Big hole."

Kevin gave her a look. "Helpful," he stated sarcastically. "I meant, what you think caused it?"

"Your guess is as good mine," she replied with a sigh. She averted her gaze to the poor-dead flowers beneath them and added, "Whoever did it, really doesn't like flowers." She sat cross-legged on the ground and let her head hang.

She heard Kevin groan, "Great you're upset. I am supposed to comfort you now, princess?"

Gwen's frown deepened and Kevin's smirk disappeared. He sat down beside the red-head, their legs touching and spoke in a gentler tone. "I was only kidding," he stated. Gwen gave him a small smile and nodded.

"I know," she replied, and then the frown was back. "It's not you. It's Julie. I'm guessing you heard everything she and I said back there, seeing as you were in the closet?"

Kevin smiled at her attempt to joke and patted her on the head. Gwen glared, hating it when he did that. "Don't be such a moody-girl," he laughed. "And you and I both know that Julie didn't mean what she said."

"Yeah but, in a way…she's right." Gwen decided to spill her guts, not caring that it was Kevin she was confiding to. "She was the first friend I made here and we grew really close. But ever since I started helping you, I don't know…I guess I've been neglecting her."

"You sound like her mother," he pointed out.

Gwen laughed. "She always says that." She averted her gaze to Kevin and they locked eyes. "Is it possible to care about someone so much…in such a short period of time?" Kevin was taken aback by her question but didn't break his gaze as he answered.

"Yeah, I think it is." His voice was distant, as though he was answering more to himself than her. Gwen opened her mouth to speak, but the vibrating in her pocket interrupted her. She fished out her phone and placed it beside her ear.

"Hello?" she said.

"_Gwen? Where are you?"_ Julie's voice came in a panic at the other end.

Gwen quickly shot up from the ground and held the phone tighter to her ear. Kevin stood up as well, seeing the worried expression on her face. "Julie, what's wrong? Did something happen?"

"_I don't know_," she replied. "_The school's in a blackout. None of the lights work. Gwen, I don't want to bother you but…came you please come? I'm in our dorm and I can't see anything and it's just…"_ Before Julie had even asked, Gwen was already racing towards the school, Kevin trailing behind.

* * *

As the school came to her sight, Gwen sped up, Kevin not far behind. As she entered the school, she found Julie's words to be true; the entire school was consumed into darkness. She could see nothing, not even her own hands. "How are we supposed to see?" Kevin couldn't help but ask.

Lifting a hand, Gwen muttered the words, "_Lumen_." An orb of light suddenly radiated from her hand and Gwen began heading in the direction of the stairs. Kevin followed closely behind. Gwen ignored the blush that threatened to rise at their closeness and focused on getting to Julie.

Kevin suddenly paused and Gwen did as well. She saw that he was moving his head from left to right, as though looking for something. "Did you hear that?" he suddenly asked.

Gwen shook her head, but remembered that he couldn't see it. "No, why did you?"

Her question was interrupted as a frightening laugh echoed around the walls. Fear crept up on Gwen and she didn't hesitant on going closer to Kevin. Her palms grew sweaty and her heartbeat was rapid as the laughing continued. It seemed to grow louder with each passing second and Kevin, getting frustrated, bellowed, "Who's there? Show yourself you coward!"

The laughing ceased and everything grew still. Gwen felt like a prey being approached by a predator and wished that whoever was taunting her would show up already. Her wish was granted as something spoke, "I'm a coward? She's the one shaking in her shoes."

Gwen and Kevin swiftly turned around and Gwen gasped, "Ghostfreak?"

Kevin narrowed his eyes at the creature before them. "No," he stated. "He's an Ectonurite, Ghostfreak's species." Kevin placed his hand on the wall, absorbing it and cloaking himself in an armor of wood. "Either way, he's going down."

Gwen placed a hand on his shoulder before he could charge. "Kevin calm down," she demanded, and then looked back at the Ectonurite. A shudder ran down her spine and it laughed hysterically. "W-What're you laughing at?" she asked in a shaky voice. This only increased the Ectonurite's laughter.

"I can feel your fear!" it howled. "It excites me!"

"Gwen!" Kevin ordered. "Stop being scared."

"What?" Gwen said incredulously. "I can't help how I feel!"

"Yes you can!" Kevin argued. "Now suck it up and get to your spells already!" Kevin charged towards the Ectonurite as Gwen growled. She was mad at the moment and used that anger to increase her power. Pulling out her spell-book, she frantically flipped through the pages.

Kevin though, continued to charge and pulled his arm back for a punch. But the Ectonurite smirked and only turned itself transparent. Kevin gasped as his fist only passed through it. "Oh shit," he groaned. "I forgot it can do that." The Ectonurite grabbed Kevin by the collar and tossed him across the hall. He skidded across the ground and stopped by Gwen's feet.

"You okay?" she asked worriedly, still flipping through the pages.

"Just peachy," he replied sarcastically while standing up. "Got any spells yet?"

"I'm working on it, just keep him distracted." Kevin nodded and charged towards the Ectonurite once again, but he merely passed right through it. "Kevin, he's a ghost! Stop forgetting that!" Gwen nagged, not moving her eyes from the book. Her face beamed as she found the perfect spell.

Kevin, once again, was tossed like a rag doll into the wall by the creature. "Gwen," he grunted, "anytime now."

Gwen lifted her palm and recited the words, "_Virtutem __S__olis_!" The palm of her hand suddenly radiated a strong beam of light. Kevin shielded his eyes from the rays, but the Ectonurite wasn't so lucky. It wailed in agony as the rays burned its skin. She smirked, but frowned as the Ectonurite suddenly put up its second layer of skin. "No fair," Gwen whined. "I forgot he could do that."

The Ectonurite laughed and said, "You can attack me so easily, but can you attack _her_ just as easily?" Just as the words left its mouth, it phased through the ceiling, Gwen's curious eyes following. _Her? Who's he talking about? _It then clicked and Gwen's eyes widened.

"Julie!"

Wasting no time, Gwen lit up a light with her hand and made her way up the stairs. Kevin followed after her and by the time they reached her floor, both were panting heavily. Gwen didn't hesitate on opening the door, but was met with Julie, only it wasn't Julie. She glared furiously. "Let. Her. Go," she demanded, emphasizing each word.

"Or what," Julie challenged with a smirk. Gwen clenched her fist, wanting nothing more than to beat the Ectonurite to a pulp, but obviously could not since he was in Julie's body. She let out a laugh of pure pleasure. "I must say child, you certainly amuse me with your concern for this pathetic human."

Gwen gasped as Julie suddenly came charging towards her. She cried out in pain as the Ectonurite made her punch her in the face and knocked her backwards. Julie smirked in satisfaction, but the smirk turned into a frown as she saw Kevin coming at her from the corner of her eye.

Gwen saw Kevin pull back his arm for a punch and shouted, "Kevin, don't hurt her!" As his fist was about to collide with Julie's face, it stopped. The Ectonurite let out an eerie laugh and seized Kevin's arm before flipping him over and onto the floor. "Julie, stop!" Gwen called out.

Julie averted her gaze to her. For a split second, the old Julie was back, Gwen could see it in her eyes. But it was gone as quickly as it came. Kevin used her moment of distraction to grab onto Julie's leg and slammed her into the wall before letting her fall onto the ground. She groaned in pain before falling into unconsciousness.

Kevin smirked in satisfaction. "That's how you take care of business."

He looked to see Gwen coming at him with a fierce glare. As she reached him, she pushed him hard and spoke angrily, "Why'd you do? You could have really hurt her!"

"Gwen," he replied in a calm tone. "That's not Julie right now. You gotta remember that and not hold back. What if it had been me? Would you hold back and put yourself in danger like now?"

"Let's find out, shall we?" Kevin's eyes grew wide and he gasped as he suddenly felt as though his soul was being pushed out of his body. Gwen put some distance between them, seeing that the Ectonurite had Kevin under his control now.

"Oh, shit!" Gwen cursed as it used Kevin's body to absorb the metal pipe beside them, giving him a coat of metal. Kevin smirked in a looming manner and took slow steps towards her. Gwen sighed and mumbled, "I'm sorry, Kevin." She then raised the hand that wasn't lit with light and whispered, "_Badickinis Metalalurca_."

Magenta ropes of energy suddenly shot out from her hand and wrapped themselves around Kevin's body. He struggled to break free and Gwen used this as the opportunity to escape. She made her way to Julie and was glad to see that she was waking up. "Julie?" she asked worriedly, placing a hand on her friends shoulder. "Are you okay?"

Julie nodded and raised an eyebrow, seeing the light that radiated from Gwen's hand. "Um…since when could you do that?" she asked, confused.

"Uh…" Gwen didn't know what to say and didn't have time as she suddenly heard Kevin cry out in anger. Looking over, her eyes grew panicked when she saw that Kevin had broken through her spell. "Let's go!" she called out while grabbing Julie's hand.

"Gwen, what going- ah!" Julie shrieked as a vase had flown by her head and shattered into pieces as it landed on the floor. Gwen cursed under her breath, seeing that Kevin was not far behind them. "If I wasn't running for my life, I'd totally demand an explanation!" Julie shouted as they continued to run.

Gwen suddenly came to a halt and Kevin did the same as they faced each other. "Julie," she said in a serious tone, not wanting her friend to argue. "Run away, get as far as you can and hide. I'll come to you once I'm done here."

"Wait," she replied, desperation and worry evident in her voice. "What about you?"

Gwen turned her head to smile at her. "Don't worry about me," she assured gently. "I can take care of him myself. I just need you to be safe now."

"Aw, how sweet," Kevin spat out sarcastically, earning a glare from Gwen. "I'm sure she'll remember those words even after your death."

"What did I even do to you?" Gwen couldn't help but ask.

"Nothing," the Ectonurite replied bluntly. Gwen stared at the alien, flabbergasted and thought, _you've got to be kidding me! He's just looking for something to entertain him! _"You humans are really pathetic with your feelings. I think I'll stick around this planet and torment your species."

Gwen's tightened her hands into fists and her anger seemed to be so strong that she didn't even care if she was about to strike at Kevin. "_Subvolo_!" she cried as her hand glowed magenta in color. Soon enough, Kevin's body began to glow the same color and Gwen swung her arm to the side. At her movement, Kevin was levitated off the ground and thrown to the side, crashing into the wall.

Gwen moved her arm to the right, sending Kevin crashing in that direction. "Get out of Kevin's body already!" she demanded, releasing Kevin from her spell. He landed on the ground and the Ectonurite exited his body. Julie's eyes widened in panic at the terrifying creature.

"You'll pay for that girl!" it declared before charging at Gwen. Julie didn't know what she was doing, but she knew one thing; Gwen was her friend and she had to help her. Gwen felt herself being thrown onto the ground, Julie on top.

"Julie?" she said, surprised. "I thought I told you to run."

"Well, I didn't listen," Julie smiled, helping Gwen to her feet. The Ectonurite growled and charged towards Julie, intended on taking over her body once again. Wasting no time, Gwen pulled Julie behind her and said, "_Impetum._" Raising her hand, she shot out orbs of energy at the alien. It cried out in pain as they hit its mark.

"Go Gwen!" Julie cheered with a smile.

"Julie, I'm gonna need your help."

Julie nodded enthusiastically. "Anything, what'd you need me to do?" The Ectonurite was madder than ever as Gwen finally ceased her attacks and whispered her instructions in Julie's ear. She nodded and averted her gaze to the angry alien. "Hey, ugly!" Julie called out; taking steps back, toward the deep end of the hall. "Come and get me!"

The alien obeyed and Julie made a run for it, suddenly regretting agreeing to help. _Gotta hurry!_ Gwen thought as she flipped frantically through the pages of her spell-book, which was pretty hard considering the fact that she was using one hand for light. _Where's that spell? Found it! Just hope that I can do it…_

Gwen took a deep breath and shouted, "Julie, over here!" Julie made her way over to Gwen and hid behind her.

"You both are becoming very troublesome!" the Ectonurite cried out in anger.

Gwen smirked. "Time to say 'goodbye' ugly! _Abeo Exorior_!" Suddenly, a magenta dome surrounded the Ectonurite. It tried to phase through the dome, but Gwen quickly closed her eyes and, taking another deep breath, concentrated as hard as she could.

"Whoa," Julie whispered in awe, seeing the alien's figure suddenly begin to blur. In a second, it was gone. She stopped the spell and the dome faded away. She collapsed onto her knees and Julie put a reassuring hand on her. "You okay?" she asked in worry.

Gwen smiled while placing her hand over hers. "I'm fine," she replied while getting up on shaky legs. "Just a bit tired from using that spell." Silence suddenly filled the hall and Gwen tugged at her ponytail nervously. She was about to speak when Julie beat her to it.

"I'm sorry," she frowned, surprising Gwen. Seeing her confused face, Julie continued. "I was being a bad friend. From what I've just seen, I'm guessing this is what you've been doing when you disappear. I'm sorry that I got mad at you, it obviously not your fault."

"Julie," Gwen smiled. "You weren't mad at me. It was the Ectonurite that made you be mad at me."

"It wasn't all the Ecto-whatever's fault," she admitted shamefully. "I was mad that we barely get to spend enough time together and after you went with Scarlet…I don't know I guess it just seemed like you had better things to do than be my friend."

Gwen was surprised at her words and giggled, earning her a raised eyebrow from Julie. "You're so cute," she said with a smile, further confusing Julie.

"Aren't you mad at me?" she asked. "I mean, I did attack you and-"

"Stop," Gwen cut her off. "First of all, you didn't attack me, that alien did. And second, now that you know my secret, I think it's safe to say that you won't be mad at me for disappearing so suddenly anymore. I'm just glad that I don't have to lie to you anymore."

Julie laughed. "I wished you told me about aliens sooner. It's cool how you can do all that magic and stuff."

Gwen sighed, exhausted. "You try to keep a girl from knowing about aliens, and she ends up getting caught in the middle of it," she groaned.

"Hey, what'd you do to that ghost-thing anyway?"

"I sent him to another dimension," Gwen said dryly.

Julie was silent before saying, "You're a weird girl Gwen." Gwen laughed and Julie joined her before asking another question that had been on her mind. "By the way, who was that guy from before? The one that was covered in metal?"

Gwen gasped. "Shit, I forgot about Kevin!"

"I feel so loved," a voice sarcastically said. Gwen turned around and beamed, seeing Kevin walking up to them. Not knowing what she was doing, Gwen quickly went over to him and wrapped her arms around his chest. Kevin laughed. "Don't worry princess; I don't go down that easily."

Gwen pulled back and said, "I'm sorry I had to hit you against the wall."

Kevin shrugged. "It's okay," he smirked. "If it was you who was under control, I wouldn't hesitate on taking you down." His voice had a teasing edge to it and Gwen laughed. She saw Julie walk up to them and Kevin stuck his hand out. "Sup, I'm Kevin."

Julie grasped his hand and said, "Hi, I'm Julie." She then bent over to whisper in Gwen's ear. "Is he your boyfriend?"

Gwen blushed. "No!" she said a little too loudly. Julie gave her a skeptical look and Gwen grew mad. "He's not!"

"I'm not what?" Kevin asked curiously.

Julie opened her mouth to speak, but Gwen put her hand over it. "Not another word, Julie." Julie laughed from under her hand and Gwen sighed as relief washed over her. She had thought that Julie would be weirded out by all the alien stuff. But she was happy that Julie seemed to have an open mind.

"Oh," Gwen suddenly said. "I forgot something."

Julie raised an eyebrow. "What?"

Gwen raised her hand and smacked Kevin upside the head. "Ow!" he protested while rubbing his head. "What was that for?"

Gwen smiled. "I just reminded myself."

* * *

Gwen sat on the bleachers, her eyes following the tennis-ball as it flew in the air from left to right. Julie struck the ball with her racket and her opponent was unable to catch it, earning her a point. "She's pretty good," Kevin commented from beside her. He had been right when he said nobody could tell the difference if he was a student at the school or not, so Gwen decided to take him to Julie's first match.

"I know," Gwen said, proud of her friend. Julie averted her gaze to Gwen and waved. Gwen waved back with a smile. "It's a good thing I had that spell to erase everyone's memory of the blackout, or else we would've been in trouble."

"I still can't believe that Julie is cool with all the alien-info," Kevin admitted. "She took it really well."

"Hey, that's what friends are for." Julie struck the ball as hard as she could and smiled as her opponent missed it yet again. The crowd stood up to cheer as the points were set and she won the game. "Go, Julie!" Gwen shouted.

Kevin rolled his eyes. "Don't embarrass her," he said jokingly. Gwen nudged him with her elbow and quickly went down the bleacher to congratulate her _best-friend_.

Unknown to Gwen, a pair of eyes watched her as she made her way towards Julie. Said person narrowed their eyes into a glare at the sight of Gwen's smiling face. "She won't be smiling for long," the person said as a smirk crept up onto their face.

Gwen turned around from speaking to Julie and narrowed her eyes at a spot across the field. _That's funny? It felt like someone was there just a second ago._ She shrugged it off and turned back to Julie. _It's probably nothing.

* * *

_

**Finally! Julie knows about aliens! I was getting really pissed because I hated writing Gwen lieing to her, lol. I wonder who's that mysterious person watching Gwen? ...hmmmmmmmmm. **


	8. Chapter 8: Three's A Crowd

**WOW! This chapter is so long! I was thinking of splitting it into two chapters, but I wanted all of this in one chapter so I guess you guys get a special bonus chapter! Sorry, I haven't been updating a lot, I'm working on my grades since it's close to the end of the year so writing isn't the first thing on my to-do list. :/**

Julie's Dress

**http(double dot)/image(dot)coldwatercreek(dot)com/Products/524x655/H43459_110_S(dot)jpg**

Gwen's Dress

**http:(double dot)/2(dot)bp(dot)blogspot(dot)com/_GPMnNpA1obw/TK0z29xxYfI/AAAAAAAAANY/66-86ZT23iE/s320/8th-grade-graduation-dresses(dot)gif**

**This chapter kinda helps you get into the teenage part of the characters mind. I want to show you guys that, even though Kevin and Gwen have abilities, their still only teenagers and feel and think the way teenagers do. Hope You Enjoy It!**

**Disclaimer: I do not own Ben 10.**

* * *

"The streamers go there!" Gwen grinded her teeth. "That's too low, higher!" Her hand clenched into a tight fist. "That's still wrong!" Her eye began to twitch. "It's still too low!"

"Scarlet!" Gwen exclaimed angrily. She threw the streamers down from on top of the ladder at her. "If you want these damn streamers higher, then do it your bitchy-self!"

Scarlet stared at her with a raised eyebrow and said, "What's with the bad language? I was just making suggestions."

Gwen gaped. "Suggestions? Come up here and I'll give you suggestions!" Scarlet turned her back to the furious girl, only increasing her anger. She narrowed her eyes into a glare when she saw her brother/twin walk into the gym. He caught sight of Gwen and quickly made his way over.

"Hey, girls," he said, and then smirked cockily while gazing at Scarlet. "Or should I say, girl and Scarlet." Scarlet kept her eyes on Gwen and only stuck up a certain finger at him. Luke pretended to be offended. "That's not very nice Scar," he mocked.

"Don't you know by now that I'm not a nice person?"

Gwen smirked. "Even I know that."

"Shouldn't you be working on those streamers?" Scarlet scoffed from the bottom.

"Listen Scarlet," Gwen glared. "Why don't you grab your broomstick and get up here to help me already?" Luke burst out laughing at the comment while Scarlet's glare intensified. Gwen grew uneasy as she suddenly smirked. "What are you doing?" Right away, Gwen knew that whatever it was, she wasn't going to be pleased. There was something in her devilish grin that warned her.

Scarlet crossed her arms and 'accidentally' bumped her hip against the ladder. Gwen tried to keep her balance as the ladder swayed, but her foot got caught on one of the steps and she ended up falling down. She closed her eyes and waited to crash onto the ground, but felt a strong pair of arms wrapped themselves around her.

"Luke," she said happily, wrapping her arms around her savior's neck. "Thank you so much for catching me!"

She felt someone tap on her shoulder and turned around to see Luke grinning at her. "I…didn't catch you," he laughed.

Gwen let her eyes widen and quickly pulled her arms back from Scarlet's neck. She smiled sheepishly and awkwardly patted Scarlet's cheek while the girl just scowled. "Um, nice catch," she mumbled awkwardly. Scarlet huffed and let her arms drop to the side. "Hey!" Gwen protested as her butt collided with the floor.

"I can't believe you fell off," Scarlet chuckled. "I only tapped the ladder."

Gwen was about to argue when Luke put a hand on her shoulder and said, "It's not worth it." Gwen laughed at the look Scarlet was sending them. The red-head stuck her tongue out at her and grabbed the streamers from the ground before climbing back up the ladder. _I hope Kevin and Julie are getting along better_, Gwen thought, making a note to check on them later. _It's actually a good thing Julie knows about aliens now. She can be a big help. Unlike someone I know…_

"How many times do I have to tell you? The streamers go higher! You want people's faces to smack right into them?" Scarlet bellowed from below. Gwen clenched her teeth as a vain throbbed on her forehead.

"This is hopeless," she groaned as Scarlet continued to nag.

* * *

"This is hopeless," Julie groaned as she rested her chin on her crossed arms. Her eyes were tiredly glued to the laptop screen. Kevin sighed and sat upright on Gwen's bed. Julie raised her head. "Sorry Kevin," she apologized. "I couldn't find anything on Isabella Skye. It's like she doesn't even exist."

Kevin ran a hand through his hair. "Why did my dad tell me to investigate her?" he asked more to himself that her. Julie jumped as Kevin suddenly let out a cry of frustration while he let himself collapse back onto the bed. "What does my dad want me to do?" he spoke, frustrated. "I don't even know what I'm doing."

Julie let out a small laugh. "And I thought Gwen was the drama-queen." She shrugged, ignoring the glare she was receiving from a certain black-haired boy. "Look, this is all confusing. Why don't we take a break?"

"No." Kevin shot down the idea immediately.

Julie glared. "I honestly don't know how Gwen puts up with you," she said, then mumbled under her breath, "…nor why she likes you."

"What was that?"

Julie smiled slyly. "Nothing, I was just talking to myself." She turned back to her laptop and began typing in Isabelle's name once again, hoping to find _something_ on her. But it was in vain as she got the same results. She sighed and leaned back against her chair.

"Where's Gwen, anyway?" Kevin suddenly asked.

Julie smirked. "What? I'm not good enough?" Kevin's expression told her that he wasn't in the mood for jokes and she continued, "No need to give me that look, I was just playing. She's with Scarlet preparing the dance."

"Oh," he replied a bit awkwardly. Julie turned her head to look at him and raised an eyebrow at his suddenly change. What she didn't expect was Kevin's next question. "Is she…going with anyone?" he spoke in a whisper, but Julie heard it and she smirked while narrowing her eyes. Kevin's cheek grew a bit hot and he glared. "Why are you looking at me like that?"

Julie ignored the sudden hostility in his voice and spoke in a judicious tone. "Why do you care?"

Kevin tried his best to ignore her examining stare, but it was easier said than done. "Stop that!" he asserted, only increasing Julie's smirk.

"Stop what?" she argued calmly.

"Stop looking at me like I'm some kind of experiment!" he explained while stubbornly crossing his arms and turning his head away from the girl's stare. Julie stiffed back a laugh and kept her best poker face on.

"No," she suddenly said, deciding that he had had enough torture.

Kevin glanced back at her and raised an eyebrow, "No, what?"

"No, she's not going to the dance with anyone. At least, I don't think anyone asked her?" Suddenly, Julie's phone began to ring from her desk and she picked it up, smiling at the Caller I.D. "Speak of the devil," she mumbled before answering. "Yeah, Gwen?"

"_How are things going with you guys?_" she asked from the other end. "_Has Kevin drove you insane yet_?"

Julie laughed and snuck a glance at the boy, who was currently busy looking through Gwen's drawers. "Hold on Gwen," she said before placing the phone against her chest so she couldn't hear. "Kevin, if you're looking for Gwen's bras and panties, it's not there."

"Haha very funny," he replied sarcastically as Julie sent a smirk in his way. "I'm just looking for my dad's holo-viewer. I gave it to Gwen to hold onto."

Julie raised an eyebrow. "If something really is going on at this school, isn't it safer with you?"

"Well…let's just say that I know a few people that would love getting their hands on it if it meant getting revenge." Julie shrugged and remembered that Gwen was still on the line. She put the phone beside her ear just as Kevin said, "Ask her where she put the holo-viewer."

"Gwen, where'd you put that holo-thingy?" Julie asked. "Kevin's looking for it."

"_It's inside my pillow-case_," she replied. Julie repeated Gwen's words and Kevin stuck his hand inside her pillow and, sure enough, it was there. "_Have you found anything on Isabella Skye_?" Julie shook her head, and then remembered that Gwen couldn't see it.

"Nothing," she sighed, resting her head against the chair. "I've been searching for hours and nothing comes up." Her eyes suddenly widened as a thought crossed her mind. "I'm so stupid!" she exclaimed while face-palming herself. "I can't believe I didn't think of that!"

"_What_?" Gwen and Kevin said simultaneously. Julie turned to him and put her phone on speaker so that they could all speak. "_Julie, you got an idea_?" Gwen asked, eager for her reply.

"Yeah," said Julie while mentally kicking herself for not thinking of it sooner. "My dad."

"What about your dad?" Kevin skeptically asked.

"He's a private investigator," she explained. "I bet he could find out who Isabella is!" Kevin's face beamed and he raised his hand up. Smiling, Julie high-fived him. Julie averted her gaze to her phone and said, "Gwen, did you hear that?" Silence was on the other end and Kevin raised an eyebrow.

"Hey, princess?" he called out, but was still met with only silence. They suddenly heard voices…very _angry_ voices. "Sounds like someone's, arguing? Gwen, what's going on?" Kevin tried again, but was apparently ignored. As the arguing voices grew fiercer, they were able to make out what they were saying.

"_Why can't you get off your lazy-ass and help me_?" someone bellowed and Kevin and Julie instantly recognized it as Gwen's voice.

"_Hey! Estella asked you to do the dance, not me_!" someone shouted in reply. Julie realized that it was Scarlet's voice and sighed. _Poor Gwen_, she thought. _Stuck with that girl_. "_Besides, I'm just here to help out and that's what I've been doing_!"

"_Oh yeah_!" Gwen replied, sarcasm lacing her voice. "_You've been such a big help with your butt on the floor yelling at me about the damn streamers_!" Julie placed her hand over the phone, now only able to hear the muffling of their yelling. She debated whether or not to go find them and stop their arguing, but deciding against it and pressed _END_.

"Shouldn't we go help her?" Kevin suggested, a little afraid of how Gwen's gonna be when she returns to them all heated up.

Julie shook her head. "Naw, Gwen can take care of herself. Their only fighting because she's the only person who doesn't take Scarlet's crap." Kevin nodded and placed the holo-viewer into his pocket. When he looked up, he saw Julie with her fingers placed on her chin in a thinking manner.

"What's on your mind?" Kevin spoke up. It took a moment for Julie to realize that he had spoken.

"Oh, it's nothing," she replied with a sheepish smile. "It's ridiculous."

Kevin smirked. "Gwen and me fight aliens, I don't think anything you have to say could be ridiculous."

"True," Julie admitted before continuing, "but this is just a thought I had." Kevin's expression urged her to go on. "Well, you guys found the holo-viewer in Estella's office, right?" He nodded. "So, that must mean that she's got some kind of connection to the disappearances."

"Where're you going with this?"

Julie's eyes held a persistent look in them as she spoke. "I think that Scarlet's the one who has something to do with it, not Estella."

Kevin smirked. "That's good; cause I do too."

* * *

"No! Absolutely not!" Gwen exclaimed angrily, crossing her arms in a manner that told Julie that she didn't want to argue. But Julie, on the other hand, did. She crossed her arms in the same manner as Kevin slowly backed away, not wanting to get involved. "Kevin, get back here!" Gwen demanded. "You're part of this!"

Kevin paused from his escape and groaned, "Yes ma'am."

"Gwen, can you calm down?" Julie suggested, uncrossing her arms. "It's not that big of a deal." She then smiled confidentially at her own idea. "My plan is flawless."

Gwen raised an eyebrow skeptically at her. "And what if you're wrong and Scarlet finds out about everything we've been investigating?"

Julie paused before shrugging. "We'll just have to cross that bridge when we get there." Gwen sighed at her friend's optimism. "Come on Gwen," Julie smirked. "Are you sure you're not just…you know, jealous?" Gwen's face turned into a shade of red and Julie knew she had won. But Gwen still decided to get defensive.

"Jealous of that…that…bitch?" Gwen struggled at her words and Julie's smirk increased. Gwen's blush increased. "Stop looking at me like that!"

"It's creepy right?" Kevin said, finally speaking. Gwen's glare told him that he should keep his mouth shut; which he did. She turned back to Julie and said, "Julie, I'm not jealous. I'm just…looking out for Kevin."

Julie raised an eyebrow. "Looking out for Kevin?"

"Yeah," Gwen mumbled unconvincingly, nodding as though trying to convince herself more than Julie. "I mean…does Kevin even want to go to the dance with Scarlet? And besides, do you honestly think he's smart enough to trick Scarlet into spilling her secrets?"

"I'm right here," Kevin cut in. Gwen ignored him and only grabbed his face and pushed, sending him down onto the bed. Kevin crossed his legs and pouted, looking like a dog that just disobeyed his owner.

"Are you sure it's Scarlet though?" Gwen asked. Julie shook her head, causing Gwen to sigh. "In case you've forgotten, the disappearances happened when we were about five. How could Scarlet be responsible for them at that age?"

"You never know Gwen," Julie said, not giving up. "What if she's an alien that could live for hundreds of years?"

"Impossible."

"Why?" Julie countered.

Gwen turned her head away and mumbled under her breath, "Because then Luke and Estella would have to be an alien too." Julie's eyes turned sympathetic while Kevin just snorted. She sent a glare his way and went to put a hand on her friends shoulder. But Gwen shook it off and went over to sit on her bed beside Kevin.

"Gwen," Kevin hesitantly said, making sure he won't be shot down. Seeing that the two girls were going to let him continue, he did. "Whatever feelings you have for _Luke_, you have to push them down. This is business and you have to be serious." Gwen was too busy sulking that only Julie had noticed the way Kevin had spat out Luke's name.

"He's right Gwen," Julie voiced. The red-head sighed and leaned her head against Kevin's shoulder, looking for comfort. Seeing this, Kevin smirked and nudged his shoulder against her head.

"Don't worry princess, there'll be other princes out there for you," he teased. Gwen removed her head and playfully punched him in the arm. Julie smiled at their exchange. Kevin turned his eyes away from Gwen and averted them to Julie. "So," he said, "how do I get Miss Stuck-Up to go to the dance with me?"

"Well," Gwen considered. "I guess were gonna have to figure out what's Scarlet's type."

Julie raised a delicate eyebrow. "Scarlet has a type?"

"She's still a girl Julie," Gwen stated with a look. "Some kind of girl, but still a girl. And all girls have a type."

Kevin smirked at this. "So Gwen, what's _your_ type?" Gwen glared at his ridiculous question. Kevin shrugged innocently. "What? I'm just curious." Gwen smacked him upside the head and Kevin pouted once again. "Okay, I'll shut up now," he murmured. Gwen smirked and turned her attention back to Julie. **(A/N: Poor Kevin! He's getting so abused! XD)**

"Knowing Scarlet, she probably likes bad-boys," Julie said with a smile. "Which means that Kevin's perfect."

Kevin smirked cockily. "That's right; _all_ girls love the bad boys." Julie and Gwen exchanged glances and Kevin felt his ego plummet down. "Shut up Kevin?" he offered. The girls smiled with a nod.

* * *

Scarlet made her way down the hall, her boots clicking against the cold-stone floors. She was on her way to Gwen's dorm to discuss more plans for the dance, but was suddenly blocked by someone. "Can you watch where you're going?" she scowled.

"Oh sorry," the boy apologized with a smile. "I'm new here and don't really know my way around yet." He stuck out his hand before greeting himself, "I'm Kevin."

She nodded her head as a way of greeting. "Scarlet, can I go now?" Kevin laughed sheepishly and retreated his hand. _This is gonna be harder than I thought, _he mentally groaned.

"So Scar, how about you show me around?" he suggested.

"First of all," she stated. "It's Scarlet, not Scar. And second, I'd be happy too, as long as you stop trying to infatuate me, cause it's not working." She began making her way down the hall. Kevin smirked as he followed her. _This is defiantly gonna be hard. Interesting, but hard._

"So Scarlet, what do people around here like to do?"

"Whatever they feel like," she replied in a standoffish manner. Kevin grew silent as he tried to think of something to say. He was never one for girls like Scarlet, but for Gwen's sake, he'll have to get used to it. "Where'd you transfer from?" she suddenly asked.

"Um, just some school in New York." He ran a hand through his hair, happy that he thought of a good enough excuse. "What about you? Been in this school for a while?"

"I'm the only one here allowed to ask questions for now."

Kevin chuckled. "Beautiful and full of attitude. You don't find many girls like that nowadays." Kevin smirked as he saw what looked to be a blush, begin to cover Scarlet's cheeks. But she forced it down and glared at him.

"I thought I told you not to flirt with me," she scowled.

"Who told you I would listen?" Kevin shrugged. "Besides, you're too cute not to flirt with." She turned her head away and Kevin smiled in satisfaction to see that she was trying to cover up her blush. "You seem like the Queen-Bee around here. But, for a Queen-Bee, you're pretty shy."

"Shut up," Scarlet growled as she turned her head back to glare at him, having successfully forced down her blush. "You're new here, so I'm being nice. But for your information, you don't know me so stop acting like we're friends."

Kevin continued to smirk. "So, you wanna go to the dance with me?" His question certainly caught Scarlet off guard. She paused and retreated her glare. Kevin was happy to see that she actually seemed to be thinking about it. _I wonder what Julie and Gwen were talking about_, he thought. _She doesn't seem so bad. A little rough around the edges, but not really bad._

"I'll have to think about it," Scarlet finally replied.

Kevin turned to leave and said over his shoulder, "Great, I'll pick you up at seven."

* * *

Gwen growled as she continued to violently stab her mash-potatoes. _Stupid Kevin. Stupid Scarlet. Why does he even have to go to the dance with her? Not that I care but, why her? She's nothing but a skank that loves to mess with me. I swear, if she said yes, I'm gonna lose it!_

Gwen didn't even know why she was so mad. But the thought of Kevin and Scarlet together made her blood boil. Julie still thinks that she is just jealous, but Gwen denies that she isn't. Sure, Kevin has become one of her closest friends, but that doesn't mean that she'll get mad whenever he hangs out with another girl.

Speaking of Julie, the girl was currently back in the dorm, calling her dad to get information on Isabella Skye. Gwen had gone down to the cafeteria, in need of food. Putting the dance aside, Gwen really hoped that Julie's dad is able to get something about Isabella Skye. Because, if he can't find anything, they might as well quit.

"Gwen!" someone called out.

Gwen looked over to see Luke making his way towards her. All thoughts of Kevin seemed to evaporate as a blush stained her cheeks. She smiled and waved at him as he reached her and shyly said, "So, what's up?"

"I'm glad I found you," he admitted with a smile. Gwen's blush increased and she tried her best to force it down. "I was gonna ask you earlier, but with Scarlet there…"

"Ask me what?" Gwen tilted her head to the side curiously.

Luke took a deep breath before continuing. "Would you like to go to the dance…as my date?" Gwen froze in her seat. She placed her hand on her arm and pinched the skin. She cringed, and thought happily, _yes! I'm not dreaming!_

Seeing his face fall, she quickly replied. "Sure! I'd love too." Gwen hoped that she didn't sound too excited and was happy to see Luke's face light up. They both smiled at each and their eyes sparkled lovingly. Everything around them seemed to disappear and it was only the two of them. Gwen felt herself being intoxicated by the blissfulness in the air. Suddenly…

"Ouch!" Luke cried out as he was suddenly hit in the head with a…lunch tray? Gwen looked over and groaned when she saw who was coming over.

"Oh, I'm so sorry," Kevin apologized, not sounding sorry at all. He moved in-front of Gwen, making sure that her view of Luke was blocked. She glared, knowing that he did it on purpose. "My tray kinda slipped out of my hands," he continued.

Luke smiled, but Kevin could still see the anger and hostility in his eyes. "It's cool," he said. "Who are you though? I've never seen you around before."

Kevin stuck out his hand and Luke hesitantly shook it. "Names Kevin," he greeted with a smirk. "I'm new here." He placed his arm around Gwen's shoulders and stated cockily, "I'm an old friend of Gwen's."

Gwen noticed the way Luke glared at Kevin's arm slung over her and she quickly elbowed the boy. He cringed and removed his arm, glaring at the girl. Luke smiled in satisfaction and averted his eyes to Gwen. "I'll pick you up at seven Gwen," he stated happily before walking away.

Gwen stared at him walking with a smile until he was out of sight. Once he was, she turned to glare intensely at Kevin. "What'd I do?" he shrugged.

Gwen scowled and ignored his question, only stomping away from him in anger. Kevin stared at her retreating back with a smirk of pure satisfaction. He wouldn't say he was jealous of Luke, per say…he just didn't like the thought of Gwen going to the dance with someone. "Kevin!" a voice called out.

He looked over to see Julie making her way over to him, phone in hand. Kevin was glad for this moment of distraction and put Gwen away from his mind, focusing at the task at hand. "Was that your dad?" he asked.

Julie nodded. "Yup, he said he'll try his best to find out whatever he can."

Kevin skeptically raised an eyebrow. "And he didn't find your request suspicious at all? I don't know about him, but if my daughter suddenly called me and asked for some dirt on someone, I'd be curious as to what she was doing."

Julie giggled. "Aw, that's so cute. You're the protective kind of daddy." She patted his cheek affectionately. Kevin glared and quickly swatted her hand away, further increasing her giggles. "What's gotten your panties in a bunch?" she smirked.

Kevin scowled and crossed his arms. "Gwen's going to the dance with Luke," he spat out.

"Really?" Julie said happily. Kevin glared. "I-I mean, really?" she repeated, this time with anger.

"What does she even see in a guy like that?" Kevin asked in an irritated manner.

"Well," she considered his words. "He's cute, mysterious, honest, sweet, charming, easy-going, funny-"

"It was a rhetorical question!" Kevin exclaimed angrily while covering his ears, not wanting to hear anymore. He placed his hands to the side and shook his head. "Whatever, I don't care." Julie seemed unconvinced but allowed Kevin to believe what he wanted. "Scarlet said yes," he stated, quickly wanting to change the subject.

"Seriously?" Julie gaped. "Wow, didn't think she'd actually fall for you."

"Why, cause I'm not like perfect _Luke_?" Kevin spat out in irritation. Julie sighed at his attitude while she thought; _this is going to be one interesting dance._

* * *

"Gwen, are you done already?" Julie asked while standing beside the bathroom door. It was the day of the dance and they were both getting ready; some faster than others. Instead of replying, Gwen opened the door and stepped out. They both gasped as they looked at each other.

"You look amazing!" they said simultaneously. Julie's dress was knee-length and sleeve less. The calming brown contrasted with her eyes and the ribbon tied around her waist gave her that cute-little-girl image. Gwen's strap-less dress was a daring red and knee-length as well. Her ribbon was larger in size and black and the bottom of her dress ruffled. All in all, they both looked stunning.

There was a knock at the door and Gwen went to answer it. She gaped at the sight. "Wow," Luke grinned. "You look beautiful."

"Same to you," she replied shyly. Gwen thought his tux made him look stunning and gentleman-like. Luke pulled something from his back and Gwen smiled, seeing that it was a corsage. "Luke, it's beautiful."

"I know you like yellow roses," he commented. Seeing Gwen's confused face he said, "Julie told me."

"You're welcome," Julie smirked before walking out of the room. "I'll meet you downstairs Gwen," she called out before disappearing down the hall. Luke stuck his elbow out and Gwen smiled blissfully. She wrapped her arm around his and they both made their way to the gym. As they entered the dimly lit gym, overly decorated with elegant lanterns, Luke's face beamed. All the little groups separated in their own huddles excitedly whispering about the amazing decorations.

"Like it?" Gwen laughed at his expression.

"Yeah, you and Scar did a great job." The mention of her name brought a frown to Gwen's lips as her eyes involuntarily scanned the gym, looking for either her or Kevin. She spotted them by the punch-bowl, chatting to one another. Gwen gaped when she saw Scarlet actually laugh at something Kevin said. "Ouch, Gwen my arm," Luke protested.

Gwen didn't notice that, as she stared at them, her hand around Luke's arm hand clenched into a tight fist. "Sorry," she smiled sheepishly. A hush suddenly came over the huge high school crowd as a slow song came over the speakers. Luke stuck out his hand.

"Wanna dance?" he asked, not really expecting her to refuse though and Gwen didn't. She rested her hand on top of his, enjoying the feeling of it. They made their way over to the dance-floor and Luke placed his arms around her waist as Gwen snaked her arms around his neck. She blushed lightly at how close they were and felt extremely shy under his gaze.

"You don't have to be shy," Luke grinned. "It's just me."

"I'm shy…because it's you," Gwen admitted. Luke was surprised at her words and pulled their bodies closer together. Gwen stared into his eyes as Luke stared into hers. Her mind felt blank and Gwen didn't notice the way their faces seemed to be moving closer to each other. She closed her eyes; waiting in anticipation for what she knew was to come.

She gasped as she suddenly felt herself being pulled. "Kevin?" she asked, seeing that he had seized her wrist into a tight grip and pulled her away from Luke. "What're you doing?"

"I need to talk to you," he growled. Not waiting for her reply, he began dragging her into a near-by hall and away from Luke, who had narrowed his eyes into a fierce glare. "What'd you think you're doing?" Kevin glared as he came to a stop. Gwen tried to pull her wrist free, but he had a tight grip on it.

"I'm enjoying my time with my date," she replied with a raised eyebrow. _Why is he so angry? Did I do something wrong?_

"Well you better stop," Kevin stated angrily.

It was Gwen's turn to glare. "Excuse me? What's that supposed to mean?"

"It means that you shouldn't be trying to get a boyfriend when we've got alien business to deal with." Gwen's glare seemed to increase as her face suddenly resembled her hair. She roughly snatched her hand away and took a few steps back. Kevin calmly stared at her. "This Luke guy probably doesn't even like you," he suddenly said while turning his eyes away from Gwen's angry gaze.

"What?" she exclaimed angrily. "Who are you to say who likes me and who doesn't?"

Kevin put his arms up in defense, as though what he said was perfectly fine. "Hey, I'm just saying that Luke could be the enemy. And if he is, he's just using you."

Gwen's body began to shake as her clenched fists grew tighter until they turned white. "You're such a fucking jerk!" she shouted as tears began to blur her vision. Kevin stared at her with a nonchalantly expression, further hurting Gwen. "You don't even care about my feelings!" she continued to bellow at him. "You don't even care about me! All you care about is your stupid mission! Well, you could do it on your own now…because I quit!"

With that, Gwen ran. Kevin watched her go. Once she was out of sight, he flung his arm forward and harshly punched the wall, hearing it crack a bit. He ignored the pain it caused him and went back to the gym. Unknown to him and Gwen, a pair of eyes had watched the entire exchange.

* * *

Gwen panted lightly as her legs finally gave in and caused her to stop. She quickly wiped away the tears that still lingered in her eyes, not wanting to cry. A long sigh passed through her lips as she tried to compose herself. Although, that was easier said than done.

She still couldn't believe that Kevin had said that to her. Gwen knew that he wasn't very fond of Luke (that much was obvious). But she couldn't understand why he would lash out on her like that. What had she done that was so wrong in his eyes? As her tears dried, Gwen continued to make her way down the hall, this time walking.

She wanted to put everything out of her mind and just go to sleep. _Why is my life so complicated?_ She groaned to herself. _Why can't I just have one normal day? Or one normal date?_

Gwen suddenly heard something coming from down the hall. She felt mesmerized by it; it felt as though it was beckoning her to follow it. So she did. As she got closer to it, she realized that it was a violin. The sound of a well-played violin that was the sound of emotions, from the length of sadness to the shortness of expectations. It's low pitch was whispering like the wind and warm like a blanket and then it got higher and higher until the pitch was so high, it's borderline painful, but just before Gwen reached the pain...it stopped and got silenced...and then whispered again.

Her legs moved on their own into the classroom at the end of the hall, as though wanting to know who could produce such a beautiful melody. As she entered the classroom, she found the source of the sound. It was a boy.

His feathered mahogany hair fanned out against his right cheek. The cut for his bangs curved softly in a downward arc across the other half of his face, hiding a cryptic azure eye. He didn't seem to notice Gwen had walked in, and only continued to play. Not wanting to disturb him, Gwen took a seat on a near-by chair and sat quietly, listening to the soft chant of his violin.

Gwen wanted to close her eyes and get sweep up in his music, but was afraid if she did, she'd fall asleep, for it was very soothing. Suddenly, the music stopped and there was stillness in the air as Gwen and the boy locked eyes.

"I-I'm sorry," she said nervously. "I didn't mean to disturb you."

The boy didn't respond and only stared her down with his puzzling eyes. Gwen felt uncomfortable at his gaze and tucked a strand of hair behind her ear as a light blush stained her cheeks. "It's okay," he said in a soft voice that was almost a whisper. "I was done playing anyway."

"Um…" Gwen was unsure of what to say. "You play really nice. That song was beautiful. Did you compose it yourself?"

The boy remained silent for a while, as though thinking over her question. Finally he said, "Yeah, I wrote it a while ago. For someone I loved."

Gwen was surprised at this piece of information and smiled. "Did you show it to her yet?" The boy didn't seem to want to answer this question and only averted his gaze to the bright moon that shone in the sky. Gwen waited for him to speak but, seeing that he wasn't going to, she said, "You don't have to answer. I'm just being nosy."

He looked back to see her smiling sheepishly at him. "No," he murmured, "I never got to show it to her."

Gwen gazed at him sympathetically and decided to lighten up the mood. "Don't worry, I'm having a pretty crappy night myself," she laughed. "Your violin helped me feel better though, so thank you."

The boy glanced at her with a watchful gaze and Gwen suddenly felt exposed, as though he was seeing through her soul. There was an odd aura around the boy that just felt…mystic. "What was it that upset you?" he suddenly asked.

At first, Gwen felt reluctant to tell him, but found herself saying, "It's my friend, Kevin. I don't know what's wrong with him but, before I came here, he said some really…_ugly_ things to me." Gwen clenched her hand into a tight fist, trying to force down all her emotions. She didn't know why she was even telling him all this, but for some reason…she felt as though he was exactly the person who she should share this with.

"At times," he mumbled with closed eyes, "when you try to protect someone you care about, you end up being the one to hurt them."

Gwen was confused by his words. "So…your saying Kevin was trying to protect me? But why? I can take care of myself."

He opened his eyes and Gwen gasped as she saw a haunting light glow dim deep within the depths of them. For some reason, she wasn't able to tear her eyes away from his. "Sometimes the person you really need…is the one you didn't think you wanted," he whispered softly, letting his words sink into Gwen's mind.

A smile slowly spread across her face and, without another word, Gwen stood up from the chair and made her way out of the classroom. She paused at the door and looked over her shoulder at the boy. "I'm Gwen," she said.

The boy turned his head away before saying, "Nicholas." With that, she left intent on finding a certain dark-haired boy.

* * *

"Scarlet?" Kevin called out as he continued to search for the girl. When he returned to the gym, she had disappeared. Finally, he spotted her by the door that led into the school garden. He quickly ran to her before he lost sight of her. "Hey!"

Scarlet turned around, finally noticing him. "What'd you want?" she growled.

Kevin was confused by her words. "Um…I'm kinda of your date, so I think it's right for me to stay by your side."

She turned her gaze away and when she looked back, she said, "Why are you here with me?" Her questioned further confused him and before he had a chance to speak, she continued. "I'm not the right person you were supposed to go to the dance with, and you know it."

Kevin smirked, thinking that she was joking. "Alright, then who was I _supposed_ to go to the dance with?"

With a serious look in her eyes, she said, "You don't need me to tell you that." Seeing that she wasn't joking, Kevin frowned. Scarlet poked him in the forehead with a scowl. "Now stop being a big baby and go after her already." She turned her head away, but Kevin didn't miss the smile that had graced her lips.

With a smile Kevin patted her on the head. "Thanks Scar." He chuckled when she turned to glare at him, all traces of the smile gone.

"I told you to stop calling me that!" she growled. Smirking, Kevin began making his way through the gym, eyes scanning the crowd of people in search of a head of red-hair. Unknown to him, Gwen was scanning the crowd of people as well, searching for a head of ebony-hair. Too busy with her search, Gwen hadn't noticed Kevin, until they collided into each other.

"Kevin?" she gasped, not expecting to find him so soon. Neither spoke, each just staring at each others eyes with unspoken words floating around there heads. Getting tired of the silence, Gwen spoke, at the same time Kevin decided to speak. "I'm sorry!" they both said simultaneously.

Kevin raised an eyebrow. "Why're you saying sorry? I was the one being a jerk." Gwen smiled at his sincerity and was surprised when Kevin suddenly took her hands in his. She blushed at the contact as he continued. "Listen, Scarlet made me realize."

"She did?"

He nodded with a small smile. "Yeah, she helped me see that what I said was really wrong and that…well…if you want to date someone, it's not my place to say it. We may have a job to do, but that doesn't mean you shouldn't have a life."

Gwen gaped at him. She quickly composed her shock and said, "I…didn't know you were capable of such an apology."

"Well, don't get used to it. Cause, I'm probably never gonna say something like that again." He smirked and Gwen shook her head, but smiled nonetheless. "By the way, why were you saying sorry?" Kevin couldn't help but ask.

Gwen grew reluctant to answer, but decided that he at least deserved that. "I was saying sorry…for quitting." Kevin was confused at first, and then remember her previous words. "I gave you my words that I'd help you, and that's exactly what I'm gonna do. I'm never gonna quit on you Kevin."

With wide eyes, Kevin let her words sink in and felt his heart swell. His eyes turned downcast and for a moment, Gwen grew worried. All of a sudden, Kevin had grabbed her and pulled her into a hug. Gwen's eyes widened as his arms snaked around her waist. "You're the only person who hasn't given up on me," he whispered softly into her hair. "Thank you…Gwen."

* * *

Luke sighed as he made his way back to the gym. He had been looking for Gwen for a while now, but couldn't seem to find her. His hand clenched into a tight fist when he thought of Kevin. Whatever his problem was, he had no right to come between him and Gwen.

Up ahead, he caught sight of his twin. "Scarlet," he called out as he made his way towards her. She turned to him with crossed arms. "Have you seen Gwen?" he asked once he reached her.

Scarlet's eyes averted somewhere else before back to him. "She's busy at the moment," she smirked before walking away, leaving her twin confused. Luke averted his gaze to where she had looked and grew wide-eyed. Gwen was being engulfed in a hug with Kevin and seemed to…enjoy it.

Luke's eyes narrowed into slits as they broke apart and gazed tenderly into each others eyes. With tightly clenched fists, he stalked his way out of the gym, eyes as fierce and intense as a lion gazing at its pray.

* * *

As they broke apart, Gwen sighed, "This is definitely not how I planned the dance to go."

"What really sucks is that I didn't get anything out of Scarlet," Kevin sighed with her. Gwen's ears perked up as she suddenly heard a soft melody playing from the speakers.

"Oh! I love this song!" she stated happily. She closed her eyes, letting herself fall into the beat of the music. She opened them when she suddenly felt a hand grab hers. Looking over at Kevin's grinning face, she grinned a grin of her own and let him walk her over to the dance floor. He rested his hands around her waist as Gwen laid her hands on his soft chest.

They both swayed to the rhythm of the music, not caring if they looked good or not. Just enjoying each others company. "I'm surprised you let me dance with you," Kevin chuckled.

Gwen smiled. "I guess there's a first time for everything."

* * *

Julie sighed happily as she gazed at her two friend's dancing together. She knew now that it was definitely a bad idea to set Scarlet up with Kevin, but she honestly didn't know they would react like this. She suddenly felt her purse vibrate and fished out her phone.

Smiling, she flipped it open and eagerly placed it beside her ear. "Hey dad," she greeted. "What's up?"

"_Julie? I didn't find much about Isabella Skye_," her dad said from the other end. Julie frowned at his words and sighed.

"Well, what did you find?" she asked curiously. His next words was definitely not what she expected.

"_Isabella Skye was born in 1806 and was murdered in 1834_." Julie's eyes grew wide as his words sank in. Not through, her dad continued. "_She and her two kids were found dead in their house and they never managed to find a killer._"

* * *

Jeremy Knight smiled as he grabbed his camera. The dance so far was going great for him. Even though he didn't have a date, he was having fun hanging out with his friends. He had only gone back up to his dorm to grab his camera to take some photos.

Leaving his dorm, Jeremy made his way down the vacant halls. As he walked, he suddenly paused and looked over his shoulder. _That's weird_, he thought. _It felt like someone was there_.

He shrugged it off as nothing and continued his way down. His heart suddenly beat faster in his chest and his adrenaline coursed through his veins as he picked up his pace. He didn't know why but it felt as though something was still behind him, but as he looked over his shoulder, nothing was there.

Suddenly, the presence grew a lot stronger and he came to a halt. Sweat beaded down his forehead as he turned around. "W-Who's there?" he fearfully spoke. His eyes widened and he let out a shriek of terror when a pair of piercing red eyes suddenly opened in the darkness. He turned to run, but was roughly grabbed and was being dragged into the dark halls.

"N-NO! PLEASE! HELP!" he shouted out pleas that fell on deaf ears. As he was slowly being dragged away, his camera had fallen down onto the floor and a bright light illuminated the dark hall as it accidentally took a picture.

* * *

**Yeah...not much action here...but plenty of drama/romance/comedy/mystery! YAY! LoL!**

**Don't Forget To Review! =3**


	9. Chapter 9: History Repeats Itself

**(Sorry, I had to upload it twice. Something went wrong and it sucked. Nothing changed though for anyone who already read it so...**)

**Lmao, this chapter is gonna be like a season finale of the story. You know how they do it in shows where theirs a BIG climax and when the show returns everything kinda cools down. LoL, I wanna try doing that with this is story, I dont know if u noticed but I kinda treat it likes its my own tv show. lol xDDD **

**I hope the ending really gets your hearts pumping! :-D The next chapter will be a time-slip by the way, a long one. Like, right now it's just the beginning of the school year for Gwen so it's like summer/autumn right now. The next chapter will start in winter so I hope they have jackets! (gets tomato thrown in the face at lame joke). LoL  
**

**Disclaimer: I do not own Ben 10.**

* * *

_he sound of heavy breathing echoed through the vacant halls as Gwen accelerated through them. The dark walls seemed as though they were getting smaller with each step she took. Her breathing quickened from the fear and she almost tripped from the lack of light, but got herself balanced just in time. What confused her was why she was running in the first place. But the thought that she had to get away from something kept racing through her mind._

_Looking back over her shoulder, Gwen let out a piercing shriek as she finally saw exactly what she was running from. Even though the only thing she could see from the darkness was its piercing red eyes, she still quickened her pace, in a desperate attempt to get away from whatever it was. Panting heavily, Gwen widened her eyes as she lost her balance and went crashing onto the ground._

_She shakily picked herself up and looked back to see it finally reach her. Gwen screamed bloody murder and closed her eyes. She didn't know what happened, but she heard something wet splatter onto the walls and could feel the hot-blood as it seeped through her clothes. _

Gwen gasped as she shot upright in her bed, sweat soaking her from head to toe. She heard something, and it took her a moment to realize that it was her own heavy breathing. Gwen rested her hand over her heart, trying to slow it down.

"Gwen?" a voice said as someone suddenly poked her side.

"Ahhh!" Gwen screamed while she literally jumped ten-feet in the air. Julie covered the girl's mouth with her hands, silencing her. She removed it when the red-head finally calmed down and sighed while crossing her arms. Gwen laughed sheepishly, "…sorry."

Julie gazed at her worriedly. "Are you okay?" she asked. "You looked like you were having a terrible nightmare."

Gwen sighed while resting her head between her knees. The piercing red-eyes from her nightmare still lingered in her mind, leaving her trembling from fear. Julie noticed this and quickly placed a hand on her best-friends shoulder. Gwen tried to put up a fake smile, but couldn't even do that. "It was more than a nightmare," she admitted, placing a hand on her throbbing head. "I felt so helpless…and it felt so real."

"It was just a dream though," Julie assured, putting up a smile to comfort her friend. "Besides, if something bad did ever happen to you, you know Kevin and me we'll be there in a second."

Gwen smiled, genuinely feeling better. "Thanks Julie," she gave her friend a one-arm hug, which was happily returned. "How come you always know what to say to make me feel better?"

Julie smirked. "It's a gift." Gwen laughed as she bumped her elbow into her. Julie then asked, "Hey, got any thoughts on what my dad told me about Isabella?"

Gwen sighed and let herself fall back on her bed. "Not one. She was born in the 1800's. Kevin's dad wasn't even born during that time." She prompted herself up on one elbow and said, "What about Kevin? What did he say when you told him?"

"Pretty much the same as you," Julie said while allowing herself to lie down and rest her head on Gwen's stomach. The latter didn't seem to mind and only considered everything they know, which wasn't much. "I hate mysteries," Julie voiced, causing Gwen to smile in amusement. "They do nothing but give me a headache."

There was suddenly a buzzing noise coming from all throughout the school and a voice spoke. "All students are to go to the courtyard at the east side of the school immediately," someone said through the intercom. Julie and Gwen exchanged glances and both thought the same thing, _what's going on?_

"Why do they need all the students?" Julie couldn't help but ask as they made their way down the stairs. Gwen looked around and noticed the sea of kids all around them, each one heading to the same destination. Julie grabbed her shoulder and shook the red-head. "Gwen?"

"Huh?" she blurted out, just realizing that her friend had spoken.

"Nothing," Julie frowned. Gwen shrugged and they continued to make their way towards the courtyard. As soon as they reached it, a sea of kids surrounded it, leaving a circle in the middle where one person stood. "Excuse me," Julie said as she and Gwen squeezed their way through. As soon as they reached the front, they saw that it was Estella who stood in the middle, her attention on each and every one of her students.

Gwen was surprised to see a sad and wary expression on her face. There were whispers all around and they instantly quieted down as Estella spoke.

"It is with a heavy heart that I inform you all that a student, Jeremy Knight, has gone missing," she said solemnly. Gwen gasped as the crowd of students broke out into whispers once again. She felt Julie poke her side and turned to see her with an anxious expression. Gwen understood where she was getting at and turned her attention back to Estella. "If anyone see's or hears anything from him, report to me immediately. That is all."

Gwen sighed as the entire crowd began to disperse. Julie grabbed onto her forearm and they began to walk away, both intent on finding Kevin as soon as possible. "Gwen, may I have a word?" a voice spoke, stopping them in their tracks. The red-head turned around to see Estella beckoning her over.

Julie released Gwen and gave her a reassuring smile. "Go," she said, grabbing her friend's shoulders and pushing her in the headmistresses direction. "I'll talk to Kevin, don't worry about it." Gwen smiled and made her way towards Estella while Julie went in the opposite direction.

"What is it Estella?" she asked curiously as soon as she reached her.

Instead of answering, Estella smiled and inclined her head towards the school garden not too far away from where they were standing. "Let's take a walk, shall we?"

* * *

Kevin's light snoring echoed around the silent warehouse as a trail of drool fell off the corner of his mouth. He grunted and turned over to his side, then turned again, and again until... "Wha!" Kevin cried out as he dropped painfully onto the floor. He groaned and rubbed his throbbing head while getting back up onto his feet.

"That was smooth," a voice sarcastically spoke with a laugh. Kevin glanced over at the window to see Argit. He glared as Argit cringed, knowing that he caught Kevin at a bad time. "So um…how's that girl of yours doing?" he nervously asked.

Argit was more than surprised to see a light blush stain Kevin's cheeks as he grumpily mumbled, "She's not my girl." He shook the blush off and decided to get right to the point. "What'd you need this time?"

Argit fidgeted with his fingers nervously. "Well, I'm kinda in a mess right now-"

"When aren't you?"

"-and I need some cash," Argit continued, acting as though Kevin hadn't spoken. Kevin crossed his arms and stared at the little creature blankly. Argit knew what that look meant. "Come one Kev!" he pleaded, putting up a hurt expression. "Aren't we buddies? Pals?"

"No," he replied dryly while making his way over to his bed. He decided to pretend Argit wasn't there and only relaxed on his back while closing his eyes.

"Please Kevin," Argit begged, not willing to give up. "This'll be the _last_ time, I promise."

"That's what you say every time," Kevin stated. Argit sighed, knowing that Kevin wasn't willing to help him out. As he was about to make his way out the window, he paused as a smirk slowly spread across his face.

"What would you say if I had some valuable information that could come in handy to you?" the alien asked, crossing his arms with a sly expression on his face.

"I'd say I'm not interested."

Argit didn't back down and decided to use a different approach. "So Kev, I heard you're on some investigation or something." Kevin looked up and glared. Argit gulped, but kept his best poker-face on. He shrugged and began to head to the window. "Whatever, maybe you don't need my help. See ya whenever, I guess."

He began to climb out the window when someone called out to him. "Argit," Kevin said as the alien smirked, his head still turned so Kevin wouldn't see it. "What kind of information?"

* * *

Gwen's walked stiff through the school garden, pretending to be interested in the many flowers that bloomed beneath her and Estella's feet. She snuck a glance at the women as they continued to walk and quickly looked away when she saw that Estella had been staring back at her.

Estella noticed Gwen's uneasiness and smiled gently while pausing and bended over to tenderly caress a rose-bud that had recently sprouted from the ground. "It's beautiful, isn't it?" she muttered. Gwen didn't speak and only stood a few feet away from the headmistress. "The garden is my favorite part of this school," she continued.

Gwen's face brightened up into a smile at this as she felt some of the tension loosen. "Me too," she spoke. "It's so calm and beautiful, and I love flowers."

"Yeah," she replied while standing up gracefully. Gwen couldn't help but get intoxicated by her and couldn't break her gaze away from Estella's. Her face suddenly adopted seriousness in it. "Gwen, as soon as I found out that one of my students is missing, I grew extremely anxious," she said sadly as the red-head listened intensely. "I guess what I'm saying is, I just want you to be cautious."

Gwen raised an eyebrow. "Why are you asking me to be cautious out of everyone else?"

"Seeing as Luke doesn't stop talking about you," she smiled, "I can't help but feel as though I know a lot about you and, I guess I got attached." She laughed as a light blush stained her cheeks. "Sounds silly doesn't it?"

"No," Gwen shook her head with a smile of her own. "It's nice to have someone like you around." Her eyes suddenly grew sad with nostalgia as she averted her gaze to the ground. "I really miss my mom." She looked back up and replaced her frown with a smile. "When you're around though, I don't miss her as much."

"Well, you're always welcomed to come and talk to me whenever you feel that way." She tenderly placed a hand on Gwen's shoulder and smiled. For a split second, Gwen felt as though it was her own mother standing beside her, but she quickly reminded herself that it wasn't her mom, it's someone who could possibly be behind the disappearances. This fact saddened Gwen.

"Also," the red-head added, wanting to change the subject. "You don't have to worry about me. I can take care of myself."

"I know you can," Estella replied in a persistent manner. "But…" She seemed hesitant at first, but decided to continue. "…this disappearance has got me worried. I feel as though…history is repeating itself." Estella hid her face in the palms of her hands and Gwen's eyes grew sympathetic. "This isn't the first time disappearances have happened at this school," she admitted.

Gwen pretended to be shocked and even added a gasp for emphasis. Estella lifted up her face while taking a deep breath, composing herself. Gwen instantly wanted to comfort her. Seeing this weak-side of her, showed Gwen that Estella was just human and had her moments of not knowing what to do. Gwen should know, since she seems to have those kinds of moments a lot recently.

Gwen gasped for real this time when she realized something; this was a perfect opportunity to get some information out of the headmistress. "What happened before?" she asked, trying to keep the excitement out of her tone at this opportunity.

Estella sighed while tilting her head back. "A couple years back, one kid went missing. Gone and never heard of again," she explained. "After one, there came two, then three, it didn't stop until almost twenty kids were gone." Gwen placed a hand on her shoulder when she noticed the crestfallen expression on the women's face. Estella gave her a smile, but Gwen could see that it was forced.

"Were they ever found?" Gwen asked and Estella shook her head. "Well, was there any evidence? Did they ever manage to find out who did it?"

"None at all," she admitted sadly, bending down and picking a bright yellow rose from the ground. The warm breeze blew between them as Estella seemed to have gotten lost in her own thoughts, completely forgetting that she had company. Gwen didn't mind though, and took this as a chance to get her thoughts straight.

"Estella," Gwen said after a moment of silence. The women jumped slightly, finally getting back to reality. Gwen smiled, remembering the times Julie would get mad at her for doing the exact same thing. "You don't have to worry about me," she continued. "Make sure everyone else is safe; they should be your first priority."

Estella stared at her for a moment before letting out a soft giggle that resembled a baby's. "You know," she smiled while getting closer to the red-head. "….you're just like me when I was young." She tenderly and affectionately placed the rose beside Gwen's ear. "Always caring about someone before yourself."

Gwen blushed as a slow smile spread across her face. _Estella and Luke are the same…they both have this effect on me. She just such an amazing women. I can't believe that she could have anything to do with the disappearances…not after all she's told me._ The smile soon faded as Gwen frowned sadly at that last thought.

Estella noticed this and smiled. "Are you thinking about Luke?" she asked with a small smile. Gwen blushed furiously and that was enough of an answer for her. But her face asked her how she could know that. "Luke seemed pretty upset after the dance," she admitted as Gwen frowned. "What happened between you too?"

Gwen guilty tucked a strand of hair behind her ear as she replied; "I kinda…got caught up in something and totally forgot about him."

Estella laughed. "That's not very nice. I didn't know you could be so heart-less Gwen."

"I-I'm not!" Gwen quickly defended herself. She blushed in embarrassment as she realized that Estella was only teasing her. "Now, that wasn't very nice," she smirked. She then frowned and said, "But seriously, I'm really sorry for ditching him."

Estella waved a hand in the air, as though literally blowing her words away. "I wouldn't too much about it," she smiled. "I know my son and he isn't the type to get too upset over things. He usually gets over things pretty quickly." She then winked at Gwen as she said, "Between you and me, he has a soft spot for you."

Gwen blushed at this and couldn't help but smile. "Yeah…I know," she mumbled happily, remembering the almost-kiss they had at the dance.

"Have you told him how you felt?" Estella suddenly asked. "And don't try to deny it, I'm not an idiot," she quickly added, seeing that Gwen was about to protest her theory. With red-heated cheeks, Gwen nervously fidgeted with her fingers.

"I…don't know how he feels," she admitted sadly. "I don't wanna like someone who doesn't like me back." Estella gazed at her with a sympathetic look before looking over to the sky over their heads.

"It's hard being young and in love," she spoke, more to herself than Gwen though. "But whatever happens, you gotta remember that it isn't the end of the world."

"That's really good advice," Gwen smiled. "I should apologize, right? Where is Luke anyway? I wanna say sorry." Estella suddenly grew tense as she turned her face away. Gwen was taken aback by her sudden change in attitude. "Estella?"

Estella turned to face her and all traces of nervousness seemed to disappear and Gwen wondered for a moment if she had imagined it. "Luke isn't feeling well at the moment," she admitted. "Sorry, but you're gonna have to wait."

Before Gwen could speak, she felt her phone vibrate and fished it out to see that Kevin was calling. She places the phone beside her ear to hear Kevin speak, "_Gwen, Julie told me everything. Get over to warehouse, fast. We got something to talk about_."

"I'll be there soon," she replied before hanging up and turning to Estella. "Sorry, I gotta go."

She nodded with a smiled and said, in a serious tone, "Just don't forget what I told you." With that, Gwen left. She waved the red-head goodbye and, not a second later, a voice called out to her.

"Estella Primas?" Estella turned to see a man. He had hair as brown as chocolate and matching eyes. He looked to be in about his 30's and the serious expression on his face worried Estella. He lifted up a hand, which gripped a badge. "My names, Tom Manning and I'd like a word with you, please."

* * *

Light pants escaped through Gwen's lips as she finally reached the warehouse; running the entire time. She climbed up the stacks of crates and through the window. She raised an eyebrow at the first thing she heard. "I was just making a suggestion," Julie said angrily at Kevin. "You don't have to be such a baby about it."

"Hey, I just said that you shouldn't be making comments where it's not wanted," Kevin argued back with a glare. "If I wanted to redecorate, I would."

"You could at least get a decent bed," Julie rolled her eyes as Kevin growled. Gwen couldn't help but giggle at their silly argument. For a moment, she saw herself and Ben in their place, since they seem to be arguing about trivial stuff the way her and Ben used too; well, they still do but that's beside the point.

"You guys look so cute," she laughed as they turned around, finally noticing her presence. "Like two siblings." **(A/N: I always thought that Julie and Kevin looked like they could be brother and sister. I mean, have you seen Kevin's mom? She looks like an older version of Julie! Lmao, never mind…on with the story!)**

"Gwen!" Kevin spoke in a relieved voice as he made his way over to her. "What took you so long? You really need to get some new friends." Julie stuck her tongue out childishly while Kevin returned it with his own tongue. Gwen sighed.

"Can we please get back to business?" she said in a tired voice. They stubbornly looked away from each other with a huff but, paid attention to what Gwen had to say next. "I don't think Estella had anything to do with the disappearance. She told me about when it happened before, and…she seemed really upset about it."

Julie smiled. "I knew she had nothing to do with it."

"Okay," Kevin spoke up. "If it wasn't her, then who was it?" He was only met with blank stares and smirked. "Good news is, I got some information from Argit that might help us out."

"Argit, seriously?" Gwen asked skeptically. "That rat-thing I saw making the deal with the Forever Knights?" Kevin nodded. "Are you sure we can trust him? After all the stories you told me about him, he seems…sleazy."

"It's the best lead we got," Kevin shrugged. "Anyway, he said he something in the forest."

Julie raised a delicate eyebrow. "How is that supposed to help us?"

"He said the thing he saw, had scary red eyes," Kevin continued in an ominous voice. "It was too dark to get a clear view of it, but he said he got chills just being near it. I asked him where it went, but he said it disappeared out of nowhere."

Gwen pulled at her ponytail as she considered his words. "How the hell are we supposed to find whatever _it_ is?"

"Oh, don't worry about that." Kevin smirked. "He showed me the spot where it disappeared and I thought we could use your magic and check it out together."

Gwen nodded. "Tonight then, but we still don't know what is causing the disappearances to happen again."

"Which totally sucks," Julie voiced with crossed arms. Kevin nodded in agreement while Julie pulled out her phone, checking out the time. "Gwen, it's almost time for class. We gotta go." Both girls nodded and made their way towards the window. Julie was the first to climb out and before Gwen could, she turned to say goodbye to Kevin, when she noticed the expression on his face. "You coming?" Julie asked from the bottom.

"Ah, you go ahead," she called out. "I'll catch up soon." Julie nodded and headed towards the school while Gwen made her way towards her dark-haired friend. His face was very distant, as though his body was here, but his mind was somewhere far away. She placed a hand on his shoulder and he jumped, seeming to have completely forgotten her presence. "You okay?"

Kevin noticed the worry tone in her voice and gave her a small smile while patting her on top of her head while saying, "Don't worry about me Red, it's nothing."

Gwen noticed how he didn't remove his hand and smirked. "Red? That's a new one. What happened to princess?" Kevin removed his hand and sat down on his bed with a sigh. He appreciated Gwen's attempt at a joke, but wasn't in the mood for teasing at the moment.

"If you don't mind," he stated nonchalantly, "I'd like to be left alone at the moment." Gwen huffed while crossing her arms. Her posture told Kevin that she wasn't moving until he talked. "It's not that big a deal," Kevin sighed.

"Then talk," she replied softly.

Kevin turned his eyes away, not able to meet hers. Gwen didn't speak, and only waited for him to do it first. After a pregnant silence he spoke in a voice that was barely above a whisper.

"I just…I don't know." He finally turned to meet her eyes, and Gwen was surprised at what she saw. She felt as though she wasn't looking into the eyes of a fifteen-year-old, but a five-year-old. Kevin's weak side seemed to be coming up and his next words broke Gwen's heart. "Someone has already gone missing, and I couldn't stop it…I feel like I betrayed my dad."

"Kevin," Gwen said sternly. "No one could have predicted him going missing, so don't you dare blame yourself, cause it's not your fault."

"But-" Kevin began, but was cut off.

"What happened is all in the past. For now, we have to focus on the future and make sure that it doesn't happen again." Kevin didn't reply and thought her words over. He gazed into Gwen's eyes and swore he saw a fire burning deep in the depths. After a moment, he stood up.

"Thanks for the pep-talk," he smiled. "I guess it's time to quit mopping and start doing something." Gwen stood up with a smile. Kevin turned to her and said, "I'm glad I have you here Gwen." Gwen gasped as Kevin wrapped his arms around her into a hug. "You're such a good friend."

Gwen was about to return the hug when she felt Kevin's hands on a part of her body that should never be there. "Kevin…," she said in a low, but menacing voice. "…are you touching my butt?"

Kevin smirked. "Yup, you're such a sucker for sympathy. I should get upset more often."

Gwen stood still before she decided to let her temper out, not holding back. Kevin sensed this and quickly removed himself from her while swiftly making his way towards the window. "KEVIN! YOU'RE SO DEAD!"

* * *

Gwen opened her door as quietly as she could. She peaked her head through the small space and smiled, glad that there was no one in sight. Well, she didn't exactly expect anyone to be roaming the halls during curfew. She closed the door, cringing as it creaked. _Damn, why do doors always do that at the worst times?_

She made her way down the halls, eager to investigate the spot where the creature was seen. She had debated on whether or not to take Julie, but the decided against it since the girl had a tennis tournament tomorrow and needed her sleep.

What confused her was the fact that she was alone. Normally, there were teachers searching the halls at this hour for students and Gwen would have to use a spell to make sure they couldn't spot her. But tonight, no one.

The sound of whispering suddenly entered her ears and Gwen turned to the direction it was coming from. The voices sounded frantic and Gwen thought, _should I check it out?_ She suddenly heard a piercing scream and made the choice. She ran down the hall, as quietly as she could, but that didn't seem to matter because, as she got closer and closer to the voices, she could hear someone loudly sobbing.

"W-W-Who could d-do such a t-t-thing?" the person sobbed as Gwen reached her destination.

She pressed her body close to the wall and peaked her head around, making sure not to get caught. Gwen saw that all the teachers were gathered and a few of them were comforting the sobbing women, who Gwen recognized as her English-teacher. She was on her knees and her body rocked back and forth with each sob.

Gwen was too afraid to look, but she did and she gasped, instantly wishing that she had never came. There was blood…a lot of it. It stained the walls, trailing down from the ceiling to the floor, almost as though it was daring her to continue staring. The voices of the teachers were blocked out by the pounding in Gwen's ears.

Her legs felt like jelly as they violently shook and she used the wall to support herself. Eyes wide, Gwen felt tears prickle in them. _T-This isn't happening….W-Who would do something so…horrifying_. Different emotions coursed through Gwen; fear, shock, confusion. She felt as though she was in a nightmare. Sure, she had fought and hurt many aliens before, and even seen some of them die.

But their deaths were not as gruesome as this. Even though there was no body, the way the blood had been splatted on the wall, Gwen knew that the person's death had been painful. Suddenly, flashes of her nightmare raced through her mind except, she pictured the walls covered in her blood.

Gwen didn't know what to do, so she did the only thing her body seemed to want to do; run. Not caring of being heard anymore, she ran and ran, not really knowing where she was going. Her feet seemed to have taken her towards her dorm and Gwen paused before walking in. If she just barged in there like a nervous wreck, Julie would definitely be worried.

She took deep, shaky breaths as she tried to compose herself, but that was easier said than done. She felt something wet trail down her cheek and it took her a moment realize that she was crying. Something suddenly caught her sight and she quickly wiped away her tears, seeing that it was a note and beside it was a camera. It took Gwen a moment to gather up her courage and pick up the piece of paper. With shaky hands, she unfolded it and read.

_Try not to turn your back on so many people. One of them just might stab it while you're not looking._

* * *

"Gwen!" Kevin called out as he continued to run, seeing the red-head wait for him by the gate of the school. "Hey, I got your call," he panted as he reached her. "Wha-Gwen?" Kevin was completely caught off guard when Gwen suddenly stuffed her face into his chest, shaky hands tightly clenching his shirt.

"T-There was…so much blood," she mumbled into his chest. Kevin didn't respond for a moment and only gazed at her shaking form. He closed his eyes and then rested his hands on her back, rubbing it soothingly. This seemed to calm her down, for her body stopped shaking but she didn't remove her face.

"Gwen…," Kevin whispered in a voice so gentle that it surprised her. "…you know I don't like it when you're upset. This isn't the strong girl I know." Gwen didn't moved for a moment and took his words in. Neither moved for a moment and Gwen was the first to break it as she pulled back.

"I'm sorry," she sniffed, hating that tears were in her eyes. She was surprised when Kevin tenderly wiped them away with a delicate finger.

"It's annoying when you cry," he said. "Smile for me." He smirked at her shocked expression. "What? I can be a sensitive-romantic when I want to be." Gwen was surprised, and happy, that she laughed; it seemed like she hadn't done it in years, even though it's only been one night. Kevin smiled, thinking that she looked cute when she laughed. Realizing what he had thought, he quickly forced down the blush from his cheeks. Luckily, Gwen hadn't noticed.

"Oh, I almost forgot why I called you down here," she laughed before a solemn expression played on her face, followed by a frown. "Kevin…someone was….murdered tonight." Kevin gasped, mouth hanging open in shock. Gwen let him take in her words before continuing. "I saw the scene and…it was just…"

Kevin saw that Gwen didn't seem able to continue and looked down onto the ground patiently. "What happened?" he asked, placing a hand on her shoulder. "I know you're sad, but this is serious Gwen. We can't mess up."

She nodded while taking a deep breath. _Thanks Kevin…,_ she thought, seemingly unable to speak the words for some reason. His words definitely helped her clear her head as she got down to business. Kevin raised an eyebrow when Gwen pulled out a camera from her pocket. "Remember that person who left us the holo-viewer?" she said.

Kevin nodded. "Yeah, they left you a camera? What kind of pictures are inside?"

"That's what we're gonna find out now." They huddled close together as Gwen eagerly turned on the camera. As they flipped through the pictures, Gwen grew wide-eyed. Kevin noticed this and waited for her to explain. "This is Jeremy's camera!" she gasped.

"Who?"

"The boy that went missing," she explained as she continued to flip through the photos. Gwen's breath caught in her throat as she got to the last photo and dropped the camera. Kevin quickly caught it and grew worried at the shocked expression on her face. _Those eyes…their just like from my nightmare,_ she thought as flashes of the dream raced through her mind.

Camera in hand, Kevin examined the very last photo on the memory card and grew wide-eyed as well. "What the hell is that thing?" he asked. The photo mainly consisted of darkness. But the flash gave them enough light to see Jeremy's terrified face as he was being taken by…something. Whatever was taking him, they couldn't get a clear view of its face, only it's piercing red eyes. "Shit," Kevin cursed in frustration. "We can only see the eyes, no face."

Gwen sighed, feeling herself drained. She gasped as she suddenly got an idea, and took the camera from Kevin's grasp. "I think…that I may be able to find Jeremy," she mumbled, deep in thought.

"You can do that?" Kevin said a bit amazed. "How's it work?"

"Well, I've never done it before," she replied doubtful. "But the idea is that, since this is his camera, his energy mark should still be on it. All I have to do it track it."

Kevin smirked. "Since when can you track down someone's _energy_? That's pretty impressive."

Gwen smiled as a light blush stained her cheeks. "It's just something that I've been practicing for a while. Since my magic comes from my energy, that how I use it, it shouldn't be hard to sense someone else's."

"Magic lesson later, let's get too it." Gwen nodded and took a deep breath while closing her eyes. For a moment nothing happened and she gripped the camera tighter in her hands. Suddenly, she could feel it. She could feel Jeremy's energy and it was beckoning her to follow its trail. She opened her eyes and Kevin was surprised as they glowed a soft magenta color.

"I found him," she said, the color not leaving her eyes.

"You sure you're alright?" Kevin asked, skeptically, with a hint of worry. "I've seen your hands glow pink but never your eyes."

"Don't worry," Gwen assured him. "I'm gonna follow his energy, while you check out that spot where Argit saw the creature." Gwen got a pretty good idea of where his energy was leading her and the color faded from her eyes as she released the energy. They nodded at each other and quickly went in opposite directions.

"Gwen," Kevin called out. The red-head turned around and Kevin continued. "Be careful. If you find anything, don't jump right into battle. Call me right away."

Gwen smirked. "Isn't that supposed to be my line?"

* * *

_This is weird_, Gwen thought as she continued to make her way through the dark halls of the school. _Jeremy's energy is leading me back into the school. How could he be missing if he's still here?_

Finally the energy seemed to have stopped by the room at the end of the hall. Gwen placed a hand on the knob, but hesitated before walking in. If she did it right, Jeremy should be somewhere in that room. She couldn't help but wonder if she would see the room splattered in blood just like the hall.

She quickly shook her head of those thoughts and opened the door before she could change her mind. What she found inside was someone she didn't expect to find. "Nicholas?" she spoke with a raised eyebrow. The boy stared at her blankly, but Gwen could see seriousness in his eyes. "What're you doing here?"

"Jeremy's not here," he said in a monotone voice. Gwen grew wide-eyed and took a few steps back until she was right beside the door.

"Did…did you take him?" Gwen mumbled, afraid of what the answer might be. Nicholas didn't speak for a moment and Gwen quickly thought of a spell. Any spell that she might need to defend herself if he is the one who…

"You don't have to be afraid," he finally said, surprising her with his words. "I only led you here to talk."

"Wait, you led me here?" Gwen repeated. _How did he change Jeremy's energy pattern to get me here?_ _What…is he?_ "What do you wanna talk about?"

"It's not really a talk but, I just wanted to give you a warning." Gwen gulped and listened intensely to what he had to say. "These disappearances are just the beginning," he said in an ominous voice. "Prepare yourself for what is to come."

"W-Wait," she replied after a moment of silence as she took in his words. "What're you talking about? How do you know about-?"

"Gwen!" The red-head turned to the direction of the voice as saw Estella making her way over to her, a man trailing behind her. She turned back to Nicholas and gasped when she saw that he had disappeared. She had no time to ponder over where he had gone so fast for Estella had reached her, an anxious expression on her face.

Gwen put up a smile, not wanting to seem guilty for sneaking out. "Estella," she said sheepishly. "I know I should be in my dorm but-"

"Gwen," Estella cut her off. She then gestured towards the man beside her. "This is Tom Manning. He's an investigator and…well, he'd like to have a few words with you."

* * *

Kevin managed to reach the spot where Argit had showed him and sighed, seeing nothing interesting. He began to pace, as if waiting for something to happen that will help him with his investigation. After a few minutes, he grew impatient.

"Come on Dad," he spoke out to the empty air. "I don't know what to do. Please, help me." For a split second, Kevin actually expected an answer back. But he soon remembered the cruel reality; his dad was dead and he wasn't coming back to help him. He froze from his pacing when he suddenly heard a strange rustling sound, coming from behind him. He turned around and walked over to where the sound came from.

Kevin didn't know what happened next, it all happened too fast, but the only thing that he could register was the sound of his scream.

* * *

**I hope you guys don't think Gwen is a cry-baby in this chapter. I'm trying to make their reactions realistic and I don't know about you, but if I saw a hallway full of blood, I'd freak out too. O_O**

**Can I ask you guys a favor? Can you state in your reviews if I'm doing a good job in Kevin and Gwen's relationship. Just curious! Thanks for reading~~~!**


	10. Chapter 10: Can I Keep Him?

**Here ya guys go! We get an old friend in this chapter and I think you guys we'll be happy to see who it is! Lmao, just a note, there might be A LOT or some grammar and spelling mistakes in this chapter. Sorry, I really wanted to upload it so I didn't edit or check over it. Also, I was too lazy to do today. lol =P**

**Disclaimer: I do not own Ben 10.**

* * *

The light was fading, creating new shadows and dark patches throughout the forest. The wind wailed between distorted trunks, carrying the sickly stink of wood rot. The trees stood utterly still, statues in a living museum where no leaf dared to fall. The only sound visible is the soft melody of the crickets.

Deep within the forest, lay a crater. Smoke rose from it, showing that great damage has come to whatever had crashed at the spot. At this very spot, a green/black creature oozed down from the damaged wreck and repaired itself until it took a form. **(A/N: I bet you guys already know who I'm talking about, right?)**

"S-Ship?" it said as it jumped high from out of the crater. It looked frantically from side to side, as though searching for something. Not knowing what to do, it began to slither forward like a snake. At the end of the forest, it had reached a highway.

"Ship? Ship!" it cried as it saw a bright-red truck coming its way. Instead of moving away from it though, it waited until it was close enough and jumped onto the front, where it blended in. That part where it blended suddenly turned into the same pattern as the creature.

Wherever the truck was going, the creature just hoped that it would lead him to someone who can help.

* * *

Gwen shrieked as the laser missed her head by just an inch. "Hey!" she screamed, glaring at the Forever Knight that had shot it at her. "It's cold, and I'm tired! So don't you dare shoot those lasers at me!" The Knight ignored her and only shot again.

"The majesty had requested weapons," he said as Gwen quickly dodged it. "And what the majesty wants, he gets."

"Wanna know what I heard?" Gwen replied nonchalantly. "Blah, blah, blah, something about weapons, blah." The red-head lifted up her hand and said, "_Sursum!_" As Gwen's hand glowed magenta, she pointed it towards a couple of crates near-by. The crates began to glow the same color and Gwen smirked as they lifted off the ground and she tossed them towards the Knight.

Gwen stuck her tongue out at the Knight as he was crushed by the crates, knocked out. She gasped as she suddenly felt a pair of arms grab her hands, pulling them painfully behind her back. "Kevin!" Gwen shouted. "A little help here!"

"Gottacha princess!" Kevin replied back with a smirk. With his body covered in armor of wood, he sent himself crashing into the Knight, forcing him to let go of the red-head. He then grabbed hold of the Knight and sent him flying into a tree. Kevin turned to Gwen and said, "What would you do without me?"

"Let's find out, shall we?" another Knight said as he pointed a laser-gun at the two. Gwen and Kevin exchanged glances before smirking. They crossed their arms and gave the Knight a skeptical look.

"Are you really gonna fight us?" said Kevin. "Take a look around you. All your buddies are down and you're the only one standing." He slung an arm around Gwen's shoulders and pointed a finger to himself. "Now, either Gwen and me can kick your butt, or you can just give up now. What's it gonna be?"

The Knight shakily looked back and forth between the two before dropping his weapon. Gwen rolled her eyes as he ran away like a scared little girl. She shivered as Kevin removed his arm and snuggled her head deeper into her scarf. Kevin noticed this and asked, "You cold?"

"No, the snow is actually pretty warm," she replied sarcastically.

"No need to be cranky. At least your nose finally matches your hair Rudolf." He laughed before grabbing hold of her forearm. "Come on, hot-chocolate on me." Gwen smiled at the offer and allowed him to drag her through the forest. They came to a stop at the bus-stop by the highway. Gwen suddenly felt as though a pair of eyes were watching her and turned back to the forest. But nothing was there.

She ignored the feeling as the bus came by and stepped inside. Unknown to her, something followed close behind.

* * *

The little green/black creature had grown impatient when the truck took too many detours. Finally, it stopped by an abandoned warehouse near the city. It watched as figures dressed as knights began loading crates filled of weapons into the truck.

"Ship!" it said as the truck suddenly shook violently. It looked to the side to see that someone had striked it. A girl with flaming red hair.

She and a boy began to fight against the Knights. The creature carefully observed them, interested at how powerful they were and how easily they defeated the knights. After the battle, they began to walk away. But it didn't want them to walk away, he needed their help.

The creature pulled itself out of the truck and followed closely behind them. As the two reached a highway, the girl suddenly looked behind her and it quickly hid behind a tree. As they stepped inside a bus, it quickly morphed itself onto a piece of the vehicle just as it drove away.

* * *

The bus ride was silent at first and Gwen took this as an opportunity to collect her thoughts. She had found out that the blood from the hallway had been that of her Social Studies teacher; who was still missing, along with Jeremy. The investigator had scared her at first, but he had only wanted to ask about the disappearance. Turns out, he was investigating every student.

_"As Estella told you," Tom Manning began as he took a seat across from Gwen. "My name is Tom Manning and I'd like to ask you a few questions." Gwen didn't respond and he narrowed his eyes. "You don't have to be nervous. I'm going to question every student in the school. You're nothing special." _

That night had been pretty eventful for Kevin as well. He had told Gwen that when he investigated the spot, he found nothing. But, he had gotten a little surprise. His annoying friend Argit had been following him. He had said that he only wanted to see if Kevin was in on a deal without him. To Gwen's pleasure, Kevin took care of him with a little punch.

_"Ahhh!" Kevin shrieked as something suddenly popped out from the bushes. When he saw what had scared him, he glared daggers. "Argit! What the hell?" Argit laughed sheepishly while taking slow steps back. _

_"Ah, hey Kev," he mumbled. "Fancy meeting you here." Kevin expression told Argit that he was in trouble._ **(A/N: Scared you guys, didn't I? :P Lmao, don't worry, it was only Argit who sneaked up on Kevin in the last chapter.)**

What Gwen couldn't get out of her mind was Nicholas's warning. He had said that the disappearances were only the beginning. But…what did he mean by it? And why does it seem like he knows more about it than he was letting on? "Hey, Red?" Kevin asked from beside her, noticing that her mind was a million miles away. "Everything alright?"

It took a moment for Gwen to realize that he had spoken. "Huh?" she blurted out before blushing at the look he was giving her. "Sorry, I just got lost in my thoughts."

Kevin laughed. "I know. You do that a lot."

"Well, if you weren't so boring I wouldn't have to space-out." Gwen crossed her arms with a huff and gave Kevin a teasing eye, making sure he knew she was only kidding.

"That wasn't a funny joke," Kevin smirked. He leaned his head against the wall as the bus made a turn and suddenly thought of an idea. "But, I know a way you can make it up to me."

Gwen raised a delicate eyebrow at the suggestiveness in his eyes. She decided to play along and put on her best poker-face and said, "Oh, really? And what is your _amazing_ suggestion?"

"Well," Kevin began, acting as innocent as possible. "There's this auto-show soon that I'm dying to see and if you get two tickets, I wouldn't mind taking you." Gwen laughed while shaking her head. Kevin didn't know if that was a 'yes' and decided to take a different approach. "Okay, never mind the 'making it up to me' thing. How about you get it for me for Christmas?"

The bus came to a stop and Gwen and Kevin stepped out. As they made their way over to the café, Gwen mentally kicked herself. _I can't believe I forgot that next week is Christmas. It's my favorite holiday and I forgot. Well, I know what I'm getting Kevin now. But what about Julie? Wonder what I should get her? Should I get Luke and Scarlet something too? _

"You forgot that its Christmas soon, didn't you?" Kevin voiced with a smirk as he held the door open for her. Gwen smiled sheepishly at him. Kevin laughed and said, "I'll get the drinks. You go find us seats."

"Sure," she replied. Gwen looked over to see two empty seats by the window and quickly sat down before some other couple could take them. Wait…did she just say couple? Gwen laughed at herself. Kevin and her were definitely not a couple. I mean, they argued most of the time and when they didn't argue, they were fighting aliens. Besides, she liked Luke.

She smiled as Kevin made his over, two cups of steaming hot-chocolate in hand. He placed one beside her and the other beside him and took a seat. "Miss me?" he teased with a smirk.

"I was dying without you." Gwen rolled her eyes with a smile while taking a sip of her hot-chocolate. She cringed and stuck out her tongue while fanning it. "Ouch! That's hot."

"Obviously!" Kevin laughed. "It's called hot-chocolate for a reason." Gwen glared, but with her tongue hanging out, it didn't look very threatening to Kevin, and only resulted him in laughing harder. She pouted while taking her tongue back inside her mouth. Kevin smiled and took her cup from her hands and began to blow the hot-chocolate until the steam lessened.

Gwen blushed at this and turned her head away. "You didn't have to blow it for me," she mumbled. "I'm not a baby."

"Sometimes I wonder," he replied back while handing her the cup. Gwen took a sip and smiled as the sweetness danced in her mouth. "Better?" She nodded and Kevin took a sip of his own drink. His eyes grew wide as he choked on it and began to fan his own tongue.

"Haha!" Gwen laughed. "Forgot it was hot, did ya?"

"Not funny." Kevin smirked as he grabbed a piece of whip-cream of the hot-chocolate and wiped it onto Gwen's nose. They laughed and two girls that had passed by them glanced their way and smiled.

"What a cute couple," one commented. Gwen heard this and blushed. Kevin raised an eyebrow at her blush, since he hadn't heard what the girl had said. He shrugged it off as nothing and took another sip of his drink, this time blowing on it beforehand.

Unknown to them, a pair of eyes, or eye, stood in hiding, watching them.

* * *

Julie's head bobbed up and down to the beat of the music that radiated from her headphones as she continued to scribble down her homework. Because of the headphones, she didn't hear the window creak open as a small green/black creature slithered its way inside. It looked frantically around for a source of technology and was relieved to spot Julie's MP3.

Making sure the girl didn't notice him; it quickly bonded itself with the MP3. "Huh?" Julie voiced as the music suddenly stopped and a strange buzzing noise came from her headphones. She pulled them out and took a look at her MP3.

The screen was blank and it didn't seem to want to turn on. Julie placed it down on the dresser and just shrugged it off as broken. At that moment, Gwen had walked in through the door with a sigh. "Why don't these aliens and bad guys just leave me alone?" she groaned.

"Rough day?" Julie guessed. Gwen nodded and took a seat beside her. "Is this what it was like when you fought aliens with Ben during that summer?"

"Yea, but it's not summer anymore," she replied. "I got school and Kevin to deal with. All these aliens causing trouble just add stress." Gwen sighed. _If Ben and Grandpa were here then it would be exactly like it was that summer. But instead, I got Kevin. I still haven't decided if it's a good thing or not, though. Now that I think about it, it's been about four-months since I first agreed to help Kevin. A lot has changed since them. Back them he was just a delinquent that I would never even talk too. Now…he's one of the closest people I got. _

"Thinking of Kevin?" Julie said with a smirk, breaking Gwen out of her thoughts. The girls face heated up and that was enough of an answer for Julie. She laughed they suddenly heard a knock on their window. "Speak of the devil," she said as she caught sight of Kevin from the other side.

Gwen quickly went over and opened the window for him. She shivered as a cold rush of air blew in and closed the window. Kevin stood up and rubbed his arms. "I-It's freezing out there! You guys couldn't open the window any faster?" he complained. Gwen glared as he ripped the blanket off her bed and wrapped it around himself.

"You're lucky I even opened it for you," she replied with crossed arms. "Also, you do know that people think you go to school here, right? You could've just walked through the front gate instead of sneaking in."

Kevin smiled roguishly and laughed. Gwen felt her heart clench for some strange reason at the look he was giving her and blushed. "It's more fun this way," he replied.

Gwen laughed and said, "All joking aside, why are you here? I just saw you."

Kevin's face adopted a serious look in it as he got right to the point. "There's been talk around town that people saw something crash into the forest near the highway, something big. I don't know about you, but that sounds really fishy to me, so I thought we should check out the spot where people say they saw the crash."

"I can't go," Gwen frowned. "I got class in…" She checked her phone and continued. "…five minutes. Sorry, can't you go by yourself?"

Kevin shrugged. "Guess I have too."

Gwen placed a hand on his shoulder and said, "Call me if you get into trouble." She smirked and said, "Try not to get into trouble." Kevin laughed and made his way over to the window. "Wait! Use the front-!" Gwen called out, but was too late as Kevin had already jumped out. She sighed and mumbled, "That guy is even weirder than Ben."

Julie laughed, "No doubt."

There was a sudden knock on the door and Gwen went and opened it. As soon as she did, Luke walked in with a large grin on his face. Gwen froze in her spot and gaped. Luke didn't seem to notice and only continued to speak in an ecstatic tone. "Gwen, where is your friend Kevin?" he asked. "The one from the dance. I've been meaning to talk to him about something but I don't really see him around."

Gwen didn't speak and only continued to gap. Julie quickly came to her rescue. "Ah…he's a very active student," she said in a convincing voice. "That guy can never sit down. It's hard for anyone to speak to him, really."

"That's too bad," he replied, then turned to Gwen. "Hey, you okay?"

"Huh?" she blurted out, finally seeming to snap back to reality. "Y-Yea, I just spaced out a bit. So…how've you been doing? I haven't seen you around for a while."

"Yea…I've been busy," he mumbled. Gwen raised an eyebrow at the suggestiveness in his eyes, like he knows something that she doesn't. "Anyway, if he's not here then I'll see you guys around." Julie and Gwen smiled and waved as he made his way out the door, closing it behind him. As soon as it shut, Gwen swiftly turned to Julie.

"Did you notice anything…different about Luke?" she asked hesitantly, wondering if it was all in her mind. She hadn't seen Luke around much for a while and every time she asked Estella or Scarlet where he was, they'd both answer with the same thing; _he's not feeling well_.

"What'd you mean by 'different'?" Julie replied with a raised eyebrow.

"I mean…I don't know." She shrugged, confused by her own question. "He's just seems more…lively, don't you think? Almost radiant."

Julie laughed. "Radiant? Are you sure it's not just your hormones acting up?"

Gwen blushed and glared. "I'm serious."

Julie considered her words and said, after a moment, "Well…they did say he's been feeling bad for a while. So maybe he's just happy to be better? He did seem a bit different, but nothing really to worry about."

"Since when were you so logical?" Gwen laughed. Julie stuck her tongue out, pretending to be mad. "But I guess you're right," she continued. "I'm probably just paranoid from all those bad guys we've been dealing with." Gwen quickly checked her phone, realizing that they were late for class. "Shit! Let's go Julie!"

As they both exited the room, the creature morphed itself out of the MP3 and quickly followed them out.

* * *

"Now students," Estella said, standing high in-front of everyone in the class. Everyone quieted down and turned their attention to her. In light in recent events, you guys are without a History. But not too worry; someone has graciously accepted the job." The class averted their gaze to the door as it opened and a man walked in.

Gwen gaped from her seat in the back. _That's the investigator!_ She realized. _Is he our new teacher? _

Her question was answered as he spoke up. "I'm Mr. Manning and I will be your new teacher for the time being." His voice intimidated everyone, for it was very threatening, and his monitoring gaze didn't help either. It was as though he was just expecting someone to do something.

"Class, I'd like each of you to treat Mr. Manning with the utmost respect," Estella continued. She smiled at Tom and said, "If they cause any trouble, don't hesitate to call me."

"Thank you, but I think I can handle it," he replied, not sounding grateful at her help at all. Estella left and some students followed her with their eyes, fearful that something would happen as soon as she exited the room. Once the door shut, Tom turned to the class and everyone cringed at the look he was giving them.

"What's this guy's problem?" someone whispered.

"He's scary," another person fearfully whispered back.

"Alright maggots," Tom spoke up in a loud and bitter tone, "let's get one thing straight; I don't like you, and you don't like me." Gwen gaped with a raised eyebrow. _Is this guy serious?_ "Now that the air is clear, I want all of you to open up your text books to page 349." Everyone nervously and quickly took out their textbooks and frantically went to the page.

"Now I want all of you to read about the Cold War," he continued. "And if I hear a peep out of anyone, there's gonna be hell to pay." Nobody spoke and only gaped at him. He glared and bellowed, "DO I MAKE MYSELF CLEAR?"

"YES SIR!" Everyone, besides Gwen, yelled back with nervous and slightly scared faces. Gwen sighed while slowly letting her eyes trail through the words. But they didn't seem to register into her mind and she sighed once again.

"Am I boring you Tennyson?" a voice spoke up. Gwen looked up to see Tom staring her down with a scowl and crossed arms. For some reason, he reminded her of Scarlet, and that thought made a giggle pass through her lips. "Do I look like a clown?" he asked with a fierce glare. Gwen swore she saw his vain throb in his neck. "Am I funny too you?"

_Okay…now I'm a little scared_, she thought. "A-Ah, no," she replied in a low voice, turning her eyes to the textbook.

"Don't be impolite. Look at me when I'm talking to you," he snarled. She reluctantly met his gaze. Tom looked around and smirked to see that they were too focused, and scared, to look away from their textbooks. Gwen was confused as he suddenly bent down and whispered in her ear, "Don't worry. Max sent me here."

Gwen's eyes widened and before she could speak, he began walking back to his desk. He knows my grandpa? What' the hell? Gwen jumped when she suddenly felt something scrap against her leg. She looked down and gaped, seeing a strange green/black creature. Looking around, nobody seemed to have seen it and she quickly grabbed it.

"Ship?" it said as she swiftly stuffed it into her backpack. She zipped it up and raised her hand.

"What is it Tennyson?" Tom snarled. Everyone around her gasped, wondering how crazy she was too actually ask him a question.

"Can I use the bathroom?" she asked, putting up the best smiled she could. He sighed and nodded. "Thanks!" Gwen quickly grabbed her backpack and exited the room. As soon as she did, the creature jumped out and waged it end while jumped around.

"Ship! Ship!" it cried out.

"Shh!" Gwen said as she grabbed it, stopping it from jumping. "Now, what're you doing here? Did you follow me?" she asked the last question after remembering how she felt as though something had been watching her throughout the day.

"Ship!" it said before breaking out of her grasp and jumping away at full speed.

"Wait!" Gwen quickly followed it. It ran out the door and as Gwen ran outside, it was gone. She panted and looked around, wondering where it could have gone. She sighed and leaned against the wall. "I'm getting to old for this," she groaned to herself.

"Gwen!" someone shouted. The red-head looked over to see Julie coming her way. "I saw you running outside my class and thought something was up," she explained. Julie looked around and raised an eyebrow. "So…is anything up?"

Gwen shook her head. "I don't know. Some little green and black alien followed me into school and made me follow it outside. But I lost sight of it. It was really weird…it looked a lot like…" Gwen ran a hand through her pony-tail as she thought about how much the creature reminded her of Upgrade, just smaller.

"Well, do you think we should look for it?" Julie suggested with a shrug.

"Already ahead of you." Gwen closed her eyes, and when she opened them, they radiated a magenta color. Julie waited and after a minute, the color faded and Gwen frowned. "That's weird," she mumbled, before turning to Julie. "Whatever it was, it has no energy signature, so I can't track it."

Julie nodded. "How about we look for it after class? Maybe then you'll get something."

* * *

As the bus came to a stop and the doors opened, Kevin stepped inside. He took a seat beside the window and felt someone else take a seat beside him. He paid no attention to the person, until he spoke up. "What a coincidence," he said. "I've been looking for you."

Kevin looked and was surprised to see Luke smiling at him. He nonchalantly looked back to the window. "What'd you need?" he grumbled.

"Actually, I'd just like to have some coffee and talk."

Kevin raised an eyebrow. "Talk about what?"

Luke's smile faded and his expression turned serious as he said, "Gwen."

* * *

Gwen sighed and she and Julie continued to make their way through the town. They had been searching for about an hour now and the shops were already beginning to close down. The streets were nearly empty except for the few people wandering it. Julie shivered and looked up at the darkening sky before looking at Gwen.

"I think we've searched enough," she stated while rubbing her cold arms, cranky that her heavy jacket wasn't enough to keep her warm. "Whatever you saw, it's here. I think we should just head back before it gets too late."

"Yeah, you're right," Gwen nodded. Julie raised an eyebrow as she suddenly squinted her eyes, looking past her shoulder. "What's that?" she spoke.

"What's what?" Julie turned around and saw something in the distance coming towards them. As it got closer, they realized that it was a speeding car…heading straight for them. Gwen's eyes widened as it didn't seem to want to slow down.

"Julie move!" she shouted before grabbing hold of the girl and sent them both onto the ground, just as the car went flashing by. Its screeching tires pierced the air as it made a swift turn and went straight for them again. "_Scutum!_" As Gwen exclaimed the spell, a wall of magenta came in-front of her and Julie, and the crash went crashing right into it.

Gwen pulled the shield down and she and Julie ran. The car didn't seem to want to give up and only speed up after them. Gwen panted as she continued to run. "Do you think we lost it?" she called out to Julie, but noticed that she got no reply. "Julie?"

"Gwen! Help!" Julie shouted, unable to move. The car had caught up to them and shot out its seatbelts, wrapping them around the girl's body and pulled her inside the car, when it slammed the door shut and began to drive away.

"Julie, no!" Gwen shouted in panic. She ran as fast as she could, but the car began to disappear from her sight. _Shit! It's too fast!_ Gwen came to a halt and quickly pulled out her pocket-sized spell book. She flipped through the pages and smiled as she came to a specific spell. _Never done this before, but might as well give it a shot. Just hope that I can do it._

Gwen held out her hands and closed her eyes while saying, "_Dabit mihi pennas__ut non__alta__volant_." She looked behind her shoulder to see that nothing happened. "Damn it!" she groaned. She closed her eyes as adrenaline coursed through her veins. "I gotta help Julie!" she said with much more persistence. "Please! _Dabit mihi pennas__ut non__alta__volant_!"

Gwen smiled as she felt a flow of mystic energy manifest itself around her. It tangled itself together and in a flash of pink Gwen opened her eyes and looked over her shoulder. "Holy shit!" she exclaimed in a mixer of shock and happiness. "I can't believe I did it!"

Behind her, a pair of giant light-pink wings had sprouted. The wings radiated a beautiful light that Gwen felt as though she could stare at them forever. But at the moment, she had to help Julie. Okay…it's time to fly. I can do it…why doesn't that make me feel better. Gwen closed her eyes, swallowed down her fear and let her feet leap off the ground. She didn't know what she was doing, but when she opened her eyes, she was at least 100 feet high off the ground.

"I-I'm flying?" she choked out before fist-pumping the air. "Yea! I'm…wait...I'm flying?" The realization hit her like a ton of bricks and Gwen screamed. "Ahhh! Somebody get me down!"

"Gwen!" a voice called out into the distance. Gwen stopped her current flailing and listened. "Gwen!" The red-head gasped as she recognized it as Julie's voice.

"Julie! I'm coming!" she shouted back before taking a deep breath. "Okay…I can do this," Gwen whispered to herself. She didn't know how she was doing it, but the next thing she knew, she was speeding off into the direction of Julie's voice. She laughed and said, "As soon as I save her, Julie's gotta see this!"

Gwen stopped in mid-flight when and closed her eyes, sensing for Julie's energy. She snapped them open as she felt it and swiftly went in the direction it went. The trail began to lead her into the forest and Gwen raised an eyebrow. _Why would that thing take her into the forest?_ Gwen squinted her eyes as she saw a figure in the distance. As she got closer, she saw that it was Julie and flew down until she landed beside her.

"Whoa," Julie mumbled, gaping at the sight of Gwen's wings. "When could you do that?"

"Julie," said Gwen as her eyes frantically looked all around for whatever she had to fight. "Are you safe? Where's the car?" Julie laughed and put a hand on her shoulder.

"It's alright," she assured. "I'm safe. And the car, well…isn't exactly a car."

"Huh?" Julie turned around and pointed to the little green/black alien on the ground. "Hey, that's the thing I saw earlier," Gwen realized. She let go of the energy around her and let the wings fade away. She then made her way over to the alien and crouched down on one knee. "What'd you doing here on Earth?" she asked as Julie crouched down beside her. "Did you get lost?"

"Ship! Ship!" it said, jumping in the air with each word. It then went over towards a trail and looked back. "Ship!" it said before making its way down the trail.

"I…think it wants you to follow it," Julie suggested. "Do you think we should?"

"What do I have to lose?" Gwen shrugged before quickly following the little alien, Julie hot on her trail. As they reached the end of the forest, they gaped at the sight. "Wow," Gwen mumbled. "What's this spaceship doing here?"

The spaceship was long and slender with a giant circular orb at the top. It was wrecked and looked like it had crashed down. What Gwen found strange was that the opening of the ship was blocked by a glowing red field. "What's that?" Julie asked as she began to make her way towards it.

Gwen held out her arm, blocking her way. "Get any closer to that energy field and your fried," she warned, causing Julie to quickly retreat.

"Ship," the alien said as it circled itself around Gwen's feet like a puppy.

"Okay," she considered. "So I know your saying 'ship' but…what'd you need me to do?" The little alien looked at her before transforming itself into an image of the exact same ship. Gwen jumped back when it suddenly popped, as though exploding and changed itself back to its original form. Gwen raised an eyebrow and glanced back at the ship.

She took a closer inspection to see a box attached to it. She didn't understand the alien-language, but the way the numbers quickly went by fast gave her an idea of what the little green/black alien was trying to tell her. "It's a countdown!" she realized. "That thing's gonna explode."

"There's someone in there," Julie noted. Sure enough, the exact same green/black alien lay unconscious on the floor past the energy field. It greatly resembled the little alien by Gwen's feet, only a lot taller and it had arms and legs. "We gotta help him."

Gwen nodded and made her way over to the field. She took a deep breath and held out her hand so it hung just close enough to the shield to feel the energy radiating off of it. "This would be a lot easier if Kevin was here," she groaned. "Wait…that's it."

Gwen smirked and said, "_Materia__adiuvet_." Gwen placed her hands on the ship and her entire body was suddenly cloaked in armor of steel. "Damn I'm good! That's two in a row that worked! Looks like Kevin isn't the only one who can do this," she laughed, thinking about how mad he would be to find out.

"Ah Gwen…can you save your gloating for later?" Julie spoke with crossed arms. "That bomb sounds like it's gonna go off soon."

"Right," she blushed, embarrassed. Gwen placed her arms through the shield and grinded her teeth and the force tried to pull her back. She pushed forward and was inside the ship. "Sursum," she said as she held out her hands towards the control panel. A beam of magenta energy shot out from her hand and wrapped itself around the machine, breaking it off its hinges. As soon as it was detached, the energy field went down.

Julie grabbed onto the little alien as Gwen ran out, machine still hanging in mid-air. She took a deep breath and, with tight fisted hand, spun around in a circular motion, the machine following it. She let out a battle cry and used all her strength to send it flying into the air as high as she could. She then ran to Julie as fast as she could and put a shield around them just as the bomb went off.

The tree shook violently and the little alien clung onto Julie while Gwen held the shield up. When it was over, she put it down and sighed in relief. She was surprised to feel Julie's arm wrap around her, along with the alien. "You're amazing!" she cried out happily.

Gwen smiled and looked over to the unconscious alien in the ship. They made their way toward it just as it began to wake up. "You alright?" Gwen asked as it quickly stood up.

"Yes, ah, well I was saying before I lost consciousness," it said in a snooty manner. He then pointed towards the little version of him. "I extruded this copy, the one you call 'Ship'."

"His name is Ship?" Julie asked, but was ignored.

"And I sent him off to find the nearest plumber," the alien continued. "And I see that you were the first one it found. Bit of bad luck I'd say."

A vain throbbed on Gwen's forehead as she silently growled. Julie saw this and decided to cut in before Gwen had a chance to speak. "So that's why Ship was trying to get Gwen's attention," she stated. "But you know, he could have done that without kidnapping me and stuff."

The alien stubbornly crossed its arms and said, "Well, I need help."

"No duh," Gwen grunted in a low voice.

The alien glared. "Look if you'll excuse me, I have to prepare my warp-drive." The alien turned around and began pressing random buttons on the ship, most likely trying to fix it. Julie took this as an opportunity to elbow Gwen in the stomach.

"What was that for?" she whispered loudly.

"Be nice. You're a plumber, aren't you?" she nagged while Gwen huffed and turned her head away. Julie sighed before putting up a smile and turning to the alien. "Is there anything we can do to help?"

The alien turned around, surprised by her offer. "Well…,yes I suppose."

* * *

"Right, well, all done," the alien commented as he turned his ship on, sending it hovering into the air. "Off I go."

"Wait, what about Ship?" Gwen called out.

"He's yours now."

"What?" Gwen said, taken aback. "I can't keep an alien in my room, are you nuts?"

"Hey, you and him have such a lovely bonding experience," the alien replied innocently, but Gwen only glared. "I don't want to break that up. So you can keep him." Without waiting for her answer, he quickly sent his ship flying towards space. Gwen sighed and felt Ship nuzzle into her leg.

"He's cute," Julie commented. "Are you gonna keep him?"

"Guess I have too," she laughed as Julie took Ship in her arms. "At least now I know why I couldn't track him down before; he's made of technology." Gwen smiled as she saw Julie and Ship nuzzle into each other like a puppy would a child. "Looks like we got a new member to our team."

* * *

Kevin was laid flat down on his bed, one of his legs hanging limb off the edge. His arms were rested behind his head as his eyes were locked on the ceiling. Even though his eyes saw it, his mind was miles away. But, the only thing that he seemed to be thinking about, was his conversation with Luke earlier in the café.

"_What is your relationship with Gwen?" Luke asked from across the table. Kevin almost choked on his coffee and Luke just stared at him with a blank expression. Kevin stared back at him with a raised eyebrow, obviously wanting to know why he would ask. "I need a straight answer Kevin," Luke continued with a serious expression. _

"_We're friends," Kevin decided to reply. "What's it to you?" _

_Luke didn't respond and only took another sip of his drink. Kevin waited patiently for him to speak. But as soon as he did, he instantly wished that Luke hadn't said a thing. "I'm going to ask Gwen out," he stated. Kevin didn't respond and only gaped at him, thinking that he was kidding. But the expression on his face told him otherwise._

_Kevin looked away and awkwardly ran a hand through his hair. "Why are you telling me this?" he asked in a quiet voice._

"_You and her seem to be close," Luke replied with a small smirk. "So I just felt that you should know. Well, now that you do, are you sure you're okay with it?"_

"_Why would I care if you asked her out?" Kevin growled, not knowing why a sudden rage began to fill up in the pit of his stomach. Luke gazed at him for a moment before scoffing. "What're you scoffing at?" Kevin glared. _

"_It's just…it's so obvious," Luke said with a light chuckle._

"_What's obvious?"_

"_Your feelings for Gwen." Kevin froze and took a moment to let his words sink in. Kevin felt uncomfortable under Luke's gaze, as though the boy could see right through him. _

_Finally he turned away and said, "I don't have any feelings for her. She's just a friend." He then scowled. "Actually we're not even really friends. I couldn't care less about her." _

_Luke smiled. "Good to know."_

Kevin sighed as he sat upright on the bed and pulled out his cellphone from his pocket. He opened it up and the screen was black before his wallpaper came up. It was a picture of Gwen and him that Julie had taken for them. Gwen's smiling face brightened up the entire shot while Kevin's face held a small smile of his own. His arm was wrapped comfortably around his shoulders while Gwen's arms were snaked around his neck.

…_I couldn't care less about her…_

Kevin's grip on his phone tightened and the next words to escape his mouth seemed to linger in the air around him. "I'm an idiot."

* * *

**So...who wants to go jump Kevin? Anyone? Lmao, I'm pissed at him too so don't worry! xDDDD**


	11. Chapter 11: Victims Of Love

**This chapter and the next were meant to be one whole chapter, but turned out to be too long so I just changed a few things and split it. Before you start reading, I just wanted to point out something interesting I noticed from the last chapter.**

**All of you readers are mad at Kevin right? I understand that and I'm glad that my writing got that reaction out of you, lol. But I'm kinda disappointed because I added A LOT more things into the story that nobody wrote about. Like the fact that I brought Ship into the story, or what you guys think of Tom, or even the fact that Gwen has wings and can fly now! **

**Lmao, I'm not saying that you guys HAVE to write about that kind of stuff in the reviews, but if you tell me what you think of all those things and not just that you're mad at Kevin, I'd really appreciate it.**

**Thanks for listening to my rambling and enjoy the story! =)**

**Disclaimer: I do not own Ben 10.**

* * *

"Whoa, whoa, back up," Julie said while taking another sip of her hot chocolate. "So your Grandpa Max sent that Tom guy? What's up with that?"

"Apparently, when Grandpa heard about the disappearance, he sent Tom to come and check things out." Gwen sighed while taking a sip of her own hot-chocolate. "But I know that my grandpa actually sent him here to make sure I don't get into trouble." Tom Manning had explained to Gwen a little while earlier that he and Max Tennyson were assigned as partners for the investigation on the disappearance. Gwen didn't mention Kevin to him or the fact that she had already begun investigating a long time ago.

"So what're we gonna do about him?" Gwen shrugged at Julie's question. "But he can't find out about you and Kevin working together on this case already. I have a feeling that it would only cause problems."

"That's a relief," Gwen replied. "I thought I was the only one having that feeling."

"Ship!" Ship cried out enthusiastically while jumping onto Gwen's lap, almost knocking down her drink in the process. Gwen, for some reason, allowed it, for she had already gotten used to his rambunctious attitude and allowed him to snuggle against her.

Julie laughed before asking, "Did you tell Kevin about this?" At the mention of Kevin, Gwen frowned and began to play with the marshmallow that floated aimlessly on her drink. Julie raised an eyebrow at this and said, "What's going on between you too? Now that I think about it, I haven't seen you guys hang out for the past week. Did something happen?"

Gwen sighed and tugged at her pony-tail. "I wish I knew. Ever since the day we got Ship, Kevin has been acting…I don't know, really cold towards me." Julie's expression told her to explain further. "Well, he gives me the cold-shoulder whenever I try to talk to him. And when I _do_ talk to him, he gives me one-word-answers and doesn't even look me in the eye. Julie, can you please tell me what the hell did I do?"

Julie smiled while patting her friends back in a reassuring manner. "Maybe he's on his time of month," she offered.

Gwen couldn't help but burst out laughing at that and said, "Do guys even have a time of month?"

"I honestly think they do. I mean, why else would they get so moody all the time?" Their laughter filled the atmosphere around them that even Ship couldn't help but jump up in joy, this time, successfully knocking Gwen's drink down. "So Gwen, what are your plans for Christmas?" Julie asked as Gwen took a few napkins from the bathroom and began wiping the floor. Gwen smirked at the mischievous glint that shined in Julie's eye.

"I'm not saying what I'm getting you Julie," she replied simply.

"Aw! Why not? I'll act surprised, I promise! Here, look, I've been practicing!" On cue, Julie clasped her hands over her mouth and allowed her eyes to go as wide as a fish. Gwen laughed, seeing how hard she was trying. "Or maybe this one," she said before placing her hands on her chest instead and smiling widely. "Or-"

"Julie!" Gwen cut her off. "I'm not telling, you're just gonna have to wait."

Gwen slung her backpack over her shoulder and left the room before Julie could complain again. A frown was etched on her face as she thought about Kevin. She wasn't sure what she had even done to get him so, well, _upset_ with her.

_It couldn't have been because Julie and I decided to keep an alien in our bedroom; actually, he didn't even seem to care about that._ Her thoughts held no answer for her and she sighed. _Other than that, I see no reason for him to be mad at me. Whatever it is, I just hope he gets over it before Christmas; I wouldn't want to take a PMSing guy to the auto-show with me._ _Frankly, I could care less about cars, but if it'll make Kevin happy…_

"Tennyson," Tom Manning called out to the red-head from the doorway of his classroom, "inside, now!" Gwen groaned and made her way over to him and inside the classroom. As soon as he shut the door, he turned to her and smiled. At first, Gwen was shocked at his ability to switch moods in a flash, but now, she had already gotten used to his bipolarness.

"What's this about?" She couldn't help but ask.

"I have something for you from Max," he explained. Gwen was surprised at this and stuck out her hand as he reached into his pocket. He pulled something out and placed it on her hand. Her eyes widened for a second, seeing that it was a Plumbers Badge. "You are familiar with this, aren't you?" Tom asked, seeing her expression.

"Yea but…why would Grandpa give me this?"

"He didn't say," Tom replied with a shrug, "just told me to give this to you as an early Christmas present. Why not call him? He sure misses you, never stops worrying about how you're doing. It gets really annoying." Gwen laughed at his last statement and Tom couldn't help but chuckle along with her.

"How is Grandpa doing?" she asked, feeling a bit nostalgic talking about him. At that moment, the bell rang and a crowd of kids began entering the classroom.

"Like I said," Tom said, "call him yourself." Gwen nodded and quickly made her way out of the classroom and toward her own class. As she sped-walked, someone seized her wrist, causing her to pause. Gwen looked over her shoulder to see Luke smiling at her. Normally, she'd blush and talk to him, but at the moment, she was late.

"Gwen," Luke said with his usual grace and charm. "There's something I've been meaning to ask you."

"Sorry," Gwen replied hurriedly, taking her wrist back and quickly retreating. "I'm late; I'll talk to you later." With that, Gwen ran towards her next class, leaving Luke alone in her dust. Luke groaned and banged his head against the wall while thinking, _that…did not go as I planned. _

* * *

Kevin wiped up the last bit of grease from his face and sighed in contempt. He stared proudly at the project he'd been working on for a while, which was currently camouflaged in a beige sheet, as too not get wrecked any more than it already was.

"Hey Levin!" a voice called out to him. Kevin immediately recognized it and winced while refusing to turn around.

"What do you want Gwen?" he asked in a voice that was laced with impatience. Gwen was taken aback by his attitude. Sure he had been acting cold towards her lately, but not to this extent. She didn't answer him and only stared at his back. "Come on, speak!" he continued harshly, seeing as she wasn't speaking. "I don't have all day."

Gwen actually cringed back at his tone and stared down at the ground uncertainly. She had never been scared of Kevin, even as a kid. But now, he seemed…different. Colder and more like his old-self, but worse.

"Kevin," she mumbled, surprised to be a little afraid to talk to him. "Is…everything alright?"

"It was fine before you showed up. Now what'd you want?"

A new emotion rose up in Gwen's chest; anger. She narrowed her eyes at Kevin's back and went over, grabbing his shoulder and roughly turning him around. His eyes held shock for a split second before its onyx color turned as hard as the actual stone. Gwen had too much irritation inside her to back down from his gaze and spoke.

"What's your problem?" she asked, trying to keep her voice leveled, but failing as everything she'd been feeling began to rise to the surface. "I don't know what I did, but if I offended you in any way, tell me! Cause your attitude is really starting to piss me off."

"It's got nothing to do with you so just leave me alone, alright?" he snapped. Gwen froze in her spot, not knowing what else to say and averted her gaze to the ground beneath both their feet. She didn't like arguing with Kevin and didn't want to continue. So Gwen decided to just give him what she came to give him in the first place.

Kevin raised an eyebrow as she reached into her pockets and pulled out what looked to be two slips of paper. This time, as he grabbed them from her hands, he couldn't stop his eyes from widened in shock. The two slips of paper where actually two tickets to an auto-show.

"I was planning on giving them to you on Christmas, but I figured they might cheer you up on whatever you're dealing with," Gwen explained, "but I can see that I was wrong."

She began to walk away and Kevin almost reached out to stop her, but held himself back. She paused at the doorway of the warehouse and turned back to him. Kevin expected her to tell him off, and he knew he deserved it, but was surprised when she said, in a gentle tone, "If there's anything bothering you Kevin, you know you can talk to me. I meant what I said at the dance, I'll never quit on you and I'll always be here for you…if you want me too."

She offered him an uncertain smile before disappearing from his sight. Kevin's body felt numb at her words and his heart swelled. He placed his hand over it, feeling it beat ten times faster than its usual rhythm.

_What's this feeling?_ He questioned himself. Truth is he'd been asking himself this for a while now. _This feeling…it's not bad, actually, it feels really really good, but it's…unfamiliar. I haven't felt this way about someone in a long time. What am I feeling though?_

Kevin wasn't sure about the answer to that question but he knew one thing; it scared him.

* * *

"_Please Gwen!_"

"Julie, what part of 'no' don't you get?"

"_Please! I hate surprises!_"

"So what?"

"_Just tell me!"_

"Julie, I said no! Now stop calling me!" With that Gwen snapped her phone shut and stuffed it into her pocket before Julie could try and call again. A chilling wind blew through her and she clenched onto her jacket, seeking its warmth to protect her from the cold. Puffs of soft snow continue to fall from the sky and cover the ground beneath her feet.

_The news said there might be a snow storm sometime this week, _Gwen thought to herself as she walked through the town. _Good thing I'm doing the Christmas shopping early. After that, I just need a find a place to hide the presents. And by hide, I mean somewhere Julie can't find them._

"Alright," she spoke out loud to the empty air, "first, Julie's present."

Her eyes scanned through shop after shop until she found the one she was looking for. The shop was labeled _SPORTING GOODS_ at the very top and as Gwen entered through the double screen-doors, she saw that equipment for almost every sport known to man were either hung or stocked on shelves.

It was the perfect place to find Julie's Christmas present.

"Can I help you?" Gwen turned around to see a women smiling at her in a friendly manner. She wore a name tag that said _Kathy_ and had the store's name on it so it was obvious that she worked here. "You looking for a Christmas present?"

"Is it that obvious?" Gwen laughed. "It's for one of my friends. She's a Tennis player and her racket's, let's just say, hasn't been doing its best when she plays. I thought I'd get her a new one." Kathy nodded and pointed over to the side of the store that held anything Tennis related.

"This way," she said while making her way over, Gwen following behind her. "I recommend this one." Kathy grabbed onto a racket and handed it to her. Gwen wasn't much of a Tennis player, but the firmness in the handle and the steel net was certainly impressive.

"This seems like a good one," she commented.

"It is," Kathy replied. "I play Tennis myself and this racket helped me win some tough matches." Gwen smiled and nodded.

"I'll take it." Kathy took it from her hands before walking over to the front where the cashier was. She typed out the amount and Gwen paid for it gladly. "Would you mind wrapping it up for me?" she asked. Kathy nodded and went in the back room with the racket.

Gwen hummed to herself as she patiently waited for Kathy's return. Her eyes trailed aimlessly throughout the entire store before deciding to land on the window on the far end on the right. For a split second, she saw a mess of white-hair, before it was gone. She blinked, not sure if she had imagined it or not. _That's weird. For a second I thought it was…_

"Here you go." Kathy interrupted her thoughts, coming back and handing her a box wrapped in a colorful stripped pattern with a big purple ribbon on the top. "Merry Christmas." She smiled brightly at the red-head.

"Merry Christmas," Gwen said as she returned the smile and headed out of the store, Julie's present in hand.

_Alright_, she thought to herself, browsing around the town for more available stores. _Julie's present; check. Who's next? _

* * *

Gwen sighed as she planted herself on the park bench. It was still pretty chilly outside, but her aching feet begged her to take a break from all the shopping. She spent the last three-hours buying everyone's presents.

For her cousin Ben, she had bought him the latest Sumo Slammers video game. He had always been addicted to those things. Why, she did not know, nor did she want too. Her mom would be given a lovely pair of earrings and her dad would be receiving a nice and elegant watch. For her Grandpa, Gwen had decided to get him a new shirt. One that didn't look like something you'd get at a tourist store in Hawaii.

All of those things would be shipped in the mail of course.

Julie's present had been picked out first and Kevin had already gotten his. For Luke, Gwen had bought him a book from the local bookstore. She wasn't sure what it was about, but he had mentioned it before and stated that he loved to read. She had even grabbed a necklace for Scarlet, despite the protests her mind was giving her.

Happy to be done with all the Christmas shopping, Gwen debated whether or not to grab a hot-chocolate before she went home, or a hot cup of coffee.

"Hey, Gwen." She looked up at the sound of the voice and smiled as she saw Luke. He had his hands stuffed in his pockets and Gwen help but notice how good that pose made him look. She blushed at the thought and quickly spoke.

"Hey Luke, what're you doing here?" He took a seat beside her, rather close she might add. He turned his body until it faced her, their knees touching.

"I was just browsing the town," he replied with a grin. His eyes averted to the bags beside Gwen's feet and said, "Christmas shopping?"

She nodded. "Don't be like Julie and ask me what I got for you."

"I won't," Luke laughed. "Actually…I'm glad I saw you. I've been meaning to talk to you about something for a long time now." Gwen's face was a question mark and Luke continued, "Gwen…how do you feel about me?"

Her cheeks exploded with heat and it took Gwen a moment to remember how to breathe. "W-W-Why w-w-w-would y-you a-a-ask me t-t-t-that?" she sputtered. Gwen had never stuttered like this in her entire life but she never had anything like this happen to her. Sure she's had crushes, but none of them had ever actually confessed to her! She was only fourteen!

"Gwen, please." Luke took hold of her hand and squeezed it gently. Gwen's liked the way his hand felt with hers and Luke, seeing her relax, said, "I need to know how you feel about me. I mean _really_ feel."

She saw the seriousness in his eyes and her mouth opened to speak, but no words seems to be able to form. Instead, she asked the same question as before. "Why would you ask me that?"

Luke sighed, hands still locked with hers. "Do you really need to ask that?" he said, as though the answer to her question should be plain obvious. The fact is, it was, but Gwen still wanted to hear it from him. He looked over to see her staring at him, as though waiting for something and sighed. "You're gonna make me say it first aren't you?"

"S-Say what?" Gwen blushed and looked away, unable to meet his gaze. Luke grinned and squeezed her hand once again.

"How about I show you instead." Gwen turned her head to ask what he meant by that, but froze as she felt something warm touch her lips. One second. Two seconds. Three seconds. Still, his lips were to hers. Finally realizing that this was real, and not a dream, Gwen kissed him back.

_He's kissing me…My first kiss…This has to be a dream…But, why does it feel so…_

"Huh?" Luke said once Gwen's lips detached themselves from his. His eyes held confusion as she hung her head low, so he wouldn't be able to see her expression. A sigh passed through his lips and he said, "Gwen…do you like me back?"

'Back' meant that he had feelings for her. Shared feelings. Yes, shared. She had had feelings for him since the first day of school when he had bumped into her. Kissing him should've been a dream come true for her. It shouldn't felt amazing, magical, and special. It should've felt…right.

_But it didn't._

"Gwen," Luke voice, not letting go of her hand. "I've liked you since the day I met you, and…I thought you shared the same feelings. But I can see I was wrong." When he let go of her hand, Gwen suddenly felt really lonely. He stood up and finally, since he first asked her the question, she found her answer.

"I don't know," she spoke up before he had the chance to walk away. Luke turned back to face her and raised an eyebrow. Seeing his expression, Gwen explained. "I don't know how I feel about you, Luke." She frowned and looked down to the ground, unable to meet his gaze. "I thought I did but…no, I still do. I…I like you Luke."

"You do?" He was skeptical.

Gwen nodded. "I do. It's just…" _…I don't know what's holding me back._

Luke seemed to understand what she was trying to say. He walked over and grabbed the back of her head. Pulling her face down, he planted a quick kiss on her forehead while whispering softly, "I'll wait Gwen Tennyson. When your feelings are in check, come back to me. But until then, I won't hand you over to anyone. I'll fight for you, from _anyone_."

With that, he walked away, leaving Gwen more confused with herself then she's ever been.

* * *

"Kevin? What're you doing here?" Julie asked as he climbed in through the window. He expected Gwen to lecture him on not using the front entrance, but was disappointed to see that she wasn't anywhere in the room.

"I was hoping Gwen was here," he replied, "but I can see that she isn't so I'll just be-"

"Wait," Julie called out just as he pulled one foot out the window. "I need to talk to you about something. It's important." Kevin stopped his actions and took his foot back before walking over to the bed and taking a seat beside Julie.

"What's this about?" he asked, although he was pretty sure what she wanted to talk about.

Julie decided to get right to the point and said, "What's been going on between you and Gwen? From what I heard, you've been acting like a total jackass around her, and I want to know why." Kevin knew that Julie greatly cared about Gwen and wouldn't give up until she knew what was causing him to act cold around her.

Kevin decided to be truthful and replied, "I don't know."

"Huh?" Julie raised an eyebrow.

"I don't know what's been going on between me and Gwen, alright?"

"That's not a good enough answer." Julie didn't back down.

Kevin stood up and began to get frustrated. He wasn't mad at Julie though, he was frustrated with himself. But that angered him more because he wasn't sure what he was mad at himself about. Unable to control himself, Kevin said, "Damn it! Why can't you and Gwen just leave me alone? If I'm not talking to her, then there's a good reason for it! Now tell her to stop being annoying!"

Kevin heard a gasp and turned around to see Gwen. He didn't know what to say to the look in her eyes. She looked confused, angry and hurt all at the same time. So he did the most obvious thing to do, he pushed past her and ran away.

Julie quickly stood up and went over to her friend, seeing that tears were gathering in her eyes. Gwen allowed them to fall down her cheeks, unable to hide the hurt that plagued her heart from Kevin's words and accepted Julie's hug, clinging onto her as she cried.

Unknown to either of them, Kevin had lingered in the hall and watched from the doorway as Gwen cried. He had never made her cry, even when he was a criminal when they were kids. Seeing her cry now pained his heart and he wanted to go over and comfort her.

There it was again. That feeling in his heart. What was that feeling? Why did it make Kevin want to do things he wasn't used to doing? Gwen. Why did she cause him to feel good and bad at the same time?

Shoving the feelings back down, Kevin made his way down the hall.


	12. Chapter 12: A Moment Alone

**Wow, it only took me two years to get this chapter in. Not bad at all!**

**...**

**Yeah, please don't hate me.**

**To get back into the groove of this story, I reread my previous chapters and _just couldn't stop cringing_. I literally sat there thinking, "Why the heck are people reading this?" Anyway, the only thing I like about this chapter being so late is that my writing has definitely improved.**

**So from now on the chapters that will come in, the characters might at times seem different than in the previous chapters, in a good way though, haha. I have a better understanding of characterization and plot pacing than I did two years ago and I hope you guys see the difference.**

**Anyway, hope you guys think this chapter was worth the wait, haha.**

**Disclaimer: I do not own Ben 10.**

* * *

Julie huffed and snapped her phone shut, primal instinct urging her to toss it at the wall. She reminded herself though that getting a new one would be a hassle and resorted to throwing it onto the couch, watching it bounce high into the air before settling beside a pillow.

The door creaked open, the sound slightly masked by the crackle of the fireplace. But Julie heard and glanced over to see Scarlet huffing herself, a large box obscuring the majority of her figure. Julie quickly assisted her and together they placed the box beside the couch.

"Everything all here?" Scarlet panted. She stretched her arms above her head before bending down to touch her toes.

Julie heard something crack and cringed. "Uh...yeah, everything's here. Now we just gotta set it all up."

Scarlet shot back up, smiling. Her appearance sent Julie's brows up, for instead of sleek, long locks brushed to perfection, she was staring at what looked to be a large ball of black hair resting atop of Scarlet's head.

"Scar," Julie said, "I think a bird made a nest on your hair without you noticing."

Scarlet didn't take her joke well, her cinnamon eyes flashing. "What I can't ever have a bun? My hair must always be washed and brushed? I don't appreciate the judgment."

"You can do what you want; it's just unusual." Julie sighed, settling herself onto the couch. "I got bigger problems though. Kevin said he's not coming to help out. Selfish jerk."

"The weirdo who asked me to the dance?" Scarlet asked, receiving a nod in return. "He's not even going to come for Gwen? What's up with that?"

"Tell me about it," Julie replied. "There's been tension between them lately. He kinda-"

Scarlet cleared her throat, a failed attempt to be discreet and inclined her head to the front door on the far left. Julie shut her mouth just as Gwen stepped through, hugging her thick jacket tight against her body. "Hey Gwen," Scarlet called out.

Gwen's boots left trails in its wake as she ran to the fireplace, its presence heaven against the harsh hell of the outside. She shook her head, specks of snow falling and melting before it reached the floor. "It's freezing!" she exclaimed, her nose bright red. "They weren't kidding about that storm. You think it'll be okay to be here during it?"

"Positive," Scarlet replied. "My dad built this place himself. Trust me, it'll be sturdy enough to handle a stupid storm. Just keep your hands and feet inside these walls at all times." Scarlet grinned proudly at her joke while Julie was seen face-palming herself in the background. Gwen tried not to laugh.

"No need to convince me," Gwen sighed.

The door swung open once again, this time violently where it ricocheted against the wall and blasted a fierce wind into the room. Luke frantically shoved it back closed. "That wasn't my fault," he declared. "The wind pushed it open once I turned the freakin' knob."

Scarlet rolled her eyes. "No one's blaming you, loser."

He uncoiled the scarf around his neck with struggle, like a snake refusing to let go of its prey. "Well, I'm emphasizing my innocence, witch."

"No fighting," Julie announced, feeling the atmosphere preparing for a sibling argument. "We don't need you guys destroying another tree."

Gwen nodded. "Yeah, it took us forever to find a replacement the day before Christmas."

"Well, who's brilliant idea was it to put the tree next to the fireplace?" Scarlet pointed out.

"It looked pretty there!" Julie glared. "You're the one who knocked it into the fire with your huge butt!"

"Alright," Luke called out, putting a hand on Julie's shoulder, "you're right, no fighting." She shivered at his ice-felt touch and swatted his hand away, pointing out his lack of gloves. He grinned. "But take your own advice."

Julie stuck her tongue out at him and they all got to work on the Christmas tree. Inside each box they had brought were various decorations of all colors (Julie and Scarlet thought the typical red and green was, in their words, 'boring'). Gwen didn't argue, but a part of her did enjoy the traditional idea of Christmas and made she sure she brought at least a few stocking that were red and green.

Luke came over to her side and began to help her sort out her own box. Gwen tried not to blush too deeply at their close proximity. As sweet as he was about, well, everything, there was still a part of Gwen that wondered if he really okay with waiting for her to figure out her feelings. Thoughts like that came to her whenever the two were together.

Although, what those feelings were, she had no idea. Luke was a great guy to have as a first boyfriend.

_So...what the heck is holding me back?!_ Gwen shouted into the depths of her mind, hoping for something to reply. But as usual, no answer came to her. She decided that, in order for no one to get confused or hurt, she was going to stay single until she dealt with her inner turmoil. After all, what good is being in a relationship if you're not 100% into it? (At least in her books).

"Luke," Julie said, "you and Scarlet decorate the tree while Gwen and I get the room ready."

Gwen wanted to kiss Julie right then and there. She knew the whole situation with Luke and Kevin (she was Gwen's best friend after all and the first person Gwen confessed her issues to), and knew that it's been awkward for Gwen to be around Luke.

Luke's disappointed face almost had Gwen refusing Julie's request, but she ignored it and walked over to her friend.

"How you doing?" Julie asked in a hushed tone.

Gwen sighed, grabbing the gold tinsel from inside one of the boxes. "I wish it were better. It used to be so easy to be around Luke; now I can barely look the guy in the eye."

"Is he being insensitive to your feelings or something?"

"No!" Gwen replied a little too loud, lowering her voice. "That's the problem. If he hated me, then that's fine. I can handle that. But he's being so nice about the whole thing. It makes me feel guilty..."

They didn't speak for a while.

Julie went across the room to retrieve the step ladder and came back with a question that took Gwen's breath away. "What about Kevin?"

She tried to scowl, but it came out more as a frown. "What about him? If he wants to ignore me, that's his problem."

"I know you don't believe the crap coming out of your mouth right now."

"I hate that you know me so well."

Julie smiled and it warmed Gwen's heart. "That comes with the best friend title, remember?"

Gwen groaned. "Why are guys so complicated? I should just drop them and date you."

Julie made a face. "Sorry, you're not my type."

"What?" Gwen made a face of her own. "Why not?" Julie didn't answer and just turned, but Gwen caught the smirk on her face. "What's your type exactly? Don't ignore me!"

* * *

Kevin has had his fair-share of horrible holidays, but today had to mark the worst one yet.

It wasn't that he wasn't used to being alone on Christmas mornings.

It was that he didn't realize before just how lonely it really was.

Imagine eating the best ice-cream in the world everyday, but then suddenly it is taken away and you can't enjoy that delicious treat anymore. And, because it is gone, no other ice-cream is satisfying enough for you.

That was what Kevin was currently feeling, except said ice-cream was Gwen.

He didn't know what it was like having such close friends (yes, he did consider Julie a good friend as well). And now that they're gone on an important holiday, Kevin felt hollow. He didn't know not being around people could hurt so much once it was taken from you.

His inner-angst was interrupted by a sudden knock on his window. Kevin looked over to see Julie climbing in, wearing a puffy-white jacket that made her look like a giant marshmallow.

He raised an eyebrow. "What're you doing here?"

"Merry Christmas to you too."

He blushed and turned his head away. "Merry Christmas..." By instinct, Kevin glanced over Julie's shoulder, almost expecting to see a head of red-hair. But she was alone. "Where's Gwen?"

Julie heard the disappointment in his tone and tried to look somber, hiding her grinning face with a cough. "She is ah..." Kevin looked down, sullen, and Julie thought he had had enough torture and continued, "She's outside waiting for us."

Kevin's head went up so fast he almost got whiplash. "She is?"

"Yeah, and you might wanna hurry up and get ready or she'll freeze to death." Julie shuddered, hugging her arms. "The snow let up a little but it's still freezing. Let's go already Levin!"

"What?" Kevin said, confused.

Julie sighed. "We're kidnapping you, what else? Now come on, put your jacket on."

Normally, Kevin would completely ignore Julie and just go back to sleep, but that little swell of happiness in his stomach kept begging to see Gwen's face, so he listened to that desire and got dressed as fast as he could.

It wasn't until he reached the bottom of his home and came face-to-face with the girl did Kevin realize; what was he going to say?

_Oh crap_, he mentally freaked out. _Think, Kev. Think, think, think! Apologize? No, too late for that. Run? Hmm..._

"Hey, Kevin," Gwen spoke up, seeing a distressed expression on his face, as though he was thinking of a million things at once. "Merry Christmas," she said awkwardly.

"Uh..." He cleared his throat. "Yeah, you too."

She looked disappointed at his response, though he didn't know why. "So, thanks for helping decorate the cabin for our Christmas party."

Her sarcasm was spoken with uncertainty. Kevin wasn't surprised though. Gwen had no idea where they stood on their friendship and, frankly, neither did he. After all, he had ignored her suddenly, been moody, and then just snapped and yelled for her to leave him alone. And they had never talked about it, so the issue was never solved; more like brushed aside. But, not-surprisingly, it didn't help anything between them.

There was now a tension between them that was almost palpable.

Kevin decided that, since they were going to a party together, he might as well keep ignoring the issue and just go along with whatever Gwen says. So he put up a strained smirk and said, "Well, I'm not much of a hard-worker, princess. Why do you think you've been putting more effort into my dad's investigation than I have?"

He held his breath, unsure of what response he was going to get. With a sigh of relief, he was happy to see Gwen smile and lightly shove his arm in a joshing manner. His heart sped up, making his face warm against the chill air. Kevin gulped and wondered when it had become so hard to have her touch him like that. To see her smile and have his face explode into heat. What did it mean?

The answer was nudging in the back of his mind, but he shoved it aside as fear spread through his body. _No_, he thought. _I can't feel this way. Nothing good ever came from it._

Kevin shoved his shaking his hands into his coat-pockets and began walking at a fast pace. "Let's go already."

* * *

"Hey, the jerk is here!" Scarlet shouted once Julie, Kevin and Gwen stepped in through the door. She gulped down the last sip of her champagne.

Gwen sighed and shut the cabin door behind her. "How many of those has she had exactly?"

Luke shrugged, chin in hand. "I lost count after three."

"Did I ever tell you what a great brother you are?" Scarlet grinned cheekily, slugging an arm around his shoulders.

"Not that I recall," Luke said.

She pouted before burping right into his face. "Good! Cause you're a horrible brother! You know how bad alcohol is for me, and yet you didn't stop me from drinking!" She glared and stood up, legs loose like jelly and face bright red. "You. Disgust. Me."

Gwen pursed her lips, trying not to burst out laughing. "Uh, Scar, you're face is looking like a tomato again."

Scarlet sighed and collapsed back onto her chair, the bottom half of her body drooped onto the floor. "I know, but what's the point of trying to stop it? It's who I am. Nothing I can change."

"I see she's a philosophical drunk," Kevin remarked and everyone laughed.

Gwen took a seat beside Luke. "I didn't know Scarlet liked to drink," she observed, curious.

"Only on holidays. Says nothing is a real celebration without alcohol." Gwen's face scrunched up, as though she had smelled something foul, disagreeing with Scarlet's philosophy completely. Luke laughed. "Don't worry, she sobers up quick."

As if on cue, Gwen felt a body heavily press against her side. She was certainly surprised that Scarlet had decided to sleep on her shoulder of all people, when two couches occupied the cabin. She shrugged it off and assumed that this couch was the closest one to reach at the time. She averted her attention to Julie, who had disappeared behind the door of the fridge. "So what're we gonna do Julie?"

She shot upright, a large platter covered in plastic wrap in her arms. "First, we eat," she answered. "Kevin, come grab these and bring them to the table for me."

Gwen frowned. "I'll help."

"No!" Julie narrowed her eyes at Kevin despite speaking to Gwen. "Kevin didn't help at all yesterday so now he has to serve us."

Kevin tsked, a sour look crossing his face. "Whatever."

Kevin felt Gwen's glare on him as he went over to assist Julie. Gwen took a breath, not wanting to snap on Christmas. If Kevin wanted to be rude, then that was his problem. She wouldn't allow him to ruin her holiday spirit. Although it was hard to stay peppy when the unresolved tension between them loomed over her like a ghost that constantly reminded you of its presence.

She knew they'd have to talk eventually, but something held her back; a deep fear of rejection. After all, Kevin wasn't the most open person. If she attempted to engage him, would he react violently? Would he just yell and storm off? Gwen truly did see the best in Kevin, but his crimes from the past were hard to forget. Ben had tried once to get him into their group and Kevin had chosen to become their enemy.

_Who's to say he won't do it again?_ she thought miserably, already feeling ashamed for thinking the worst of him. She snuck a glance as Kevin was being instructed by Julie on where to place the food and immediately regretted it when she caught his gaze. The two turned away, Gwen feeling her ears turn red, though not for the cold for once.

She jumped, as a loud _THUMP_ sounded through the cabin.

Luke stood up. "What was that?"

Julie gasped and cleared her throat. "Ah, an extra box probably just fell upstairs. Gwen, can you help me out with it?"

She sent Gwen a pleading gaze that lasted for a split second before smiling. But Gwen caught it and nodded, gently placing Scarlet down onto her side before following Julie to the stairs.

"Why would you need two people for one box?" Kevin asked, matter-of-fact.

"Because," Gwen replied, "shut up."

Once the two were unable to be seen, Julie took off into a sprint towards the room in the far end of the narrow hallway. Scarlet had taken them all on a tour the day before and Gwen was disappointed at the lack of effort the decorators took on the top floor compared to the bottom. The walls lacked color, as well as any pictures or paintings. Nothing occupied this section but the one room at the end and a single ladder resting against the wall that would lead up to the attic. Luke had said that they have a small family so there was never any need for an upstairs, but that their dad felt like one guest bedroom was necessary.

"Julie," Gwen hissed, keeping pace with her. "What're you hiding?" Julie shushed her and opened the door ajar, sneaking a peak before jumping in. Gwen closed the door behind them and turned. Her jaw dropped. "Ship?!"

"Ship!" the little green creature cried in joy. He snuggled his head into Julie's neck. She giggled while Gwen stood there frozen, unable to comprehend what was going through her friends mind.

Julie saw this and cringed. "Don't be mad, k'?"

Gwen sighed, pinching the bridge of her nose. "I'm not mad. I just-just don't understand why you thought bringing him here was a good idea!"

"He was lonely and it's Christmas." Gwen scoffed. Julie glared. "Would you rather him getting restless alone in our dorm room where someone could catch him while we're here? At least this way we can keep an eye on him. And Kevin can help since he knows about Ship."

Gwen thought her words through, a thoughtful expression replacing her tense one. "You're right, but we gotta make sure he doesn't make anymore noise. Can't keep using that box excuse can we?"

"Thanks Gwen," Julie smiled. Ship nodded in agreement, making the girls laugh. "Ship thanks you too I guess."

"Let's get back downstairs," Gwen said. "It shouldn't take this long to fix one box. I'll come back in an hour to bring him some food."

* * *

The rest of the day was a blur for Gwen and by the time she realized it was ten she was definitely ready for bed.

As Luke predicted, Scarlet had sobered up within the hour, interrupting their meal with her complaints. Apparently in her books, not waking someone up for food is a crime punishable by death.

While she did have fun, Gwen realized that the day had gone by so quick was due to one person; Kevin. There was no fighting, thankfully. The two were civilized and mature about their issues, brushing it aside as to not make things awkward for the others. Gwen would start some small talk and Kevin would answer with simply remarks, adding in a joke or two. But throughout the entire party Gwen realized why she couldn't shake the feeling of sadness.

She didn't want to be so casual with Kevin.

They had bonded. There was a kinship between them. Now they were speaking to each other as though they had just met. Small talks were for strangers, not two people already comfortable with each other. Gwen kept wondering if this meant that all the moments between Kevin and her meant nothing. If he was giving her hints to just forget about them.

This fact hurt her.

She didn't want their moments to be ignored. She wanted them to be cherished. Kevin was funny, fun, easy to talk to and she genuinely enjoyed his company. But throughout the day one thought plagued her mind: _would she ever she his carefree smile again? _

The answer to that question was almost unbearable to face. Which is why by the time ten o'clock had struck, she had excused herself upstairs. Julie was worried, but Gwen lied and said that she just needed some quiet, so the group let her go with ease.

As she lightly stepped up the stairs, Gwen hoped that the eyes she felt on her back were Kevin's. As evil as a thought it was, she wanted him to feel guilty. She hadn't done anything that should have made him so upset with her, or at least she's pretty sure she didn't. So the fact that he was making her feel like total crap was unfair; therefore she wanted _him_ to feel like crap as well.

It was only fair.

Ship greeted her with much enthusiasm when she entered the room. "Hey boy," she smiled, settling herself on the floor and taking him into her lap. "Sorry about leaving you up here. You must be bored."

"Ship," Ship sighed, or rather, to Gwen it sounded like a sigh.

She sighed herself and leaned her back comfortably against the wall. Since she was alone with nothing but her pet, Gwen decided to vent. Ship was a great listener after all. "I don't know what to do Ship," she confessed, frowning. "Kevin is so moody and complex. I feel like-like I'll say something wrong if I try to confront him. I don't know. I was hoping things would be alright since it's Christmas. But I guess even old Saint Nick can't give me what I want this year."

Ship didn't reply, having fallen asleep.

Gwen closed her eyes, content with the silence.

The wind outside had slowed to a breeze. The snow had nearly stopped until it fell in light puffs of white. It was moments like this where Gwen truly appreciated nature. Her spell-books always taught her to listen to her environment; to hear what mother nature had to whisper in your ear. Moments like this was when she was truly listening.

She felt the Mana in the air tingle her senses, making her lightly gasp.

Suddenly, all her problems were irrelevant.

Suddenly, Gwen realized just how small she was in this world.

Suddenly, she felt as though confronting Kevin was no big deal.

She smiled and felt something shift in the atmosphere. As though she was not in her physical body anymore, but floating on Cloud Nine.

_Knock-knock._

She opened her eyes, and her body dropped onto the ground, her mind going back to Earth. Ship, who was still in her lap, jumped in surprise and ran over to hide behind one of the boxes in fear.

"W-Who is it?" Gwen asked, glad that Ship was hidden.

For a moment there was no answer, then a soft voice, "It's the jerk."

Shocked, Gwen stood up, patting imaginary dirt off her pants. "Come in." Slowly, the door opened, revealing a rather sad looking Kevin Levin. Gwen felt sympathy make her stomach churn, but she put up a front, not wanting him to see just how much he can get a reaction out of her. "Hey jerk," she mumbled, not sure if she was being serious or making a joke.

Kevin apparently assumed it was a joke, his lip twitching. "It is okay if I sit down?"

She shrugged a shoulder. "I guess."

Her answer seemed to unsatisfy him, but definitely satisfied her. If they were going to talk, Gwen wanted to have the upper-hand. _No way is he guilting me into saying sorry when I don't even know what I did_, she thought, sitting cross-legged a decent distance away from him.

Kevin leaned himself against the wall, his legs stretched out towards her.

For a while both of them were too scared to say anything. But just as Gwen opened her mouth Kevin spoke. "So, I guess I should explain some things, huh?" he said, hesitant of her reaction.

Gwen kept her face passive, but inside her blood boiled and it began to show in her words. "Explain what, huh? How you humiliated me in front of Julie? How you just started ignoring me even after I bought you those expensive tickets to that stupid auto-show? How I was going to take you even though I couldn't care less about cars? How you made me feel like-like-like-?!"

"-like you didn't matter to me anymore?" he finished for her sadly.

Gwen realized her eyes had begun to sting and blinked back her tears. She didn't want him to see just how much he had hurt her. But, deep down, Gwen knew he already saw. He always saw exactly what she was feeling, even before she knew it herself.

"I didn't mean to ignore you Gwen," he continued, resolve clear in his expression. "Or make you feel that way. In fact, I know I've been snappy this past week. I just want you to know...it's not your fault." Kevin suddenly smirked. "Well, not entirely your fault at least."

Gwen gaped, taken aback. She couldn't believe he had to nerve to smirk at a time like this. "My fault?" she said, her voice rising with her temper. "What the hell did I do to make you hate me Levin?!"

"Hate you?" Kevin laughed, shaking his head. "The exact opposite actually."

Gwen groaned loud, wanting nothing more than to smack her head against the wall until something cracked (preferably her skull). "You're not making any sense."

"I know," he grinned. "But it's only because I'm still not clear on things myself. But I'm trying Gwen. And believe me, that's saying a lot coming from me."

Immediately, it was as though the past week had never happened.

The tension was gone, the air light and no awkwardness between them at all. Gwen felt a bond with Kevin, one she also shared with Ben. No matter how much her cousin and her fought, they never crossed any line and always forgave each other in the end. The same applied for Kevin.

Gwen returned his grin. "You're still not making any sense Kevin."

He laughed. "Great, you called me Kevin, that's a good sign of you forgiving me, princess."

She narrowed her eyes, although a smile was still fighting its way to her face. "I thought I told you before that I hate that nickname."

"Well, it suits you so get over it." Before she could retaliate, he spoke over her. "Once I get all my issues cleared, Gwen, I'll tell you everything. For now, as my friend, I hope you can respect my privacy." He awaited her answer, his fingers nervously twitching.

Gwen kept up her glare, then, feeling as though he had had enough torture, relaxed her posture. She assured him, "I understand. Just...promise me you'll tell me what this...whatever it was, was all about one day, okay?"

Kevin breathed a sigh of relief and nodded. "I promise."

Gwen returned his nod. "Merry Christmas, Kevin."

Something tender crossed his face, but it was gone almost as quick. "Merry Christmas Gwen."

* * *

Once the tension was gone, things went back to the norm the next day.

Surprisingly, Kevin had called her up early in the morning, wanting to grab some coffee in the school cafeteria. She eagerly agreed and even spent a good portion of time fixing herself up with light makeup and the rather cute outfit Scarlet had bought her for Christmas.

Two days before Christmas, Bancroft Academy goes on its Winter Break. Students were allowed to either go home for the holidays or stay at the school with a few staff members to watch them. Gwen and Julie were some of the few that stayed behind. Although her parents disagreed at first, Gwen eventually convinced them that she wanted to spend the holidays for once with her friends.

Julie had gone down to practice her tennis skills, despite the snow and cold. Gwen admired her determination to the sport. So, with nothing to do, she was certainly glad when Kevin had called to hang out.

There was knock on her room door.

She raised a brow. "Kevin's early," she mumbled to herself. But when she opened the door, it was not Kevin.

Gwen stared, wide-eyed.

The boy grinned cheekily, dropping his luggage and spreading his arms out. "Don't act like you didn't miss me."

A smile broke out on her face, as well as a few tears. "Ben!"

* * *

**So, so far in this story, Gwen and Kevin have bonded a lot through the mystery and action of their adventure together. But I didn't want to do that with this chapter. I wanted their relationship to grow with something as mundane as just talking. After all, what good is a story if the characters don't sit down and think about their journey every once in a while?**

**I've been trying to practice a technique in my writing that you mostly see in Studio Ghibli movies; the concept of 'ma'. It's a very interesting Japanese concept that I personally wish to add more into my writing (even those it's a concept more for film, haha). I suggest you guys to go research it a bit because it's really interesting to read about.**

**As for that scene when Gwen is alone with Ship, her connection with Mana and the living Earth inspired that scene. **

**Have you ever just been outside and not think? Where you feel the Earth beneath you and you realize how beautiful the world can be? Well, I get moments like that a lot when I go to my house in the woods in Upstate New York where there is no internet. So I wanted Gwen to feel this way too. After all, she does control the Mana in the air; the life energy inside all living things. Shouldn't a Mana-user be connected to the world around her? I think so, haha.**


	13. Chapter 13: Smooth Criminal

**Disclaimer: I do not own Ben 10.**

* * *

For the first few second, Gwen was overwhelmed with joy at the sight of her cousin.

Memories of their adventures battling against aliens rushed back to her as though they had never been apart in the first place. In a strange way, Ben had become a part of her that summer; a part of her that didn't feel as whole when he wasn't around. She never realized how much she missed him until he was standing right at her door.

Then reality hit.

_Ben. Here; at my school_, she panicked. _Kevin. Downstairs; also at my school_.

"Come on Gwen," Ben grinned, completely unaware of her inner turmoil. "I endured a six-hour bus ride to see you, the least you can do is let me inside."

Gwen fidgeted with a loose thread of her sweater, hoping Ben wouldn't think she was stalling her answer (though older and more mature, Ben was still her oblivious cousin and, at the moment, she was thankful for that). She put a grin of her own and stepped aside, allowing him entry, brushing a tender hand against his arm as he walked by.

Ben settled his bag onto her bed and took a seat.

Gwen saw this as an opportunity. "Hey Ben?"

"Sup, dweeb?"

She narrowed her eyes at the old nickname, but his eyes crinkled, indicating that he was joking. She shook her head with a laugh. "I bet you're tired. Why don't you rest in my room while I bring us up something to eat?"

She attempted to appear as casually as possible and was happy to see that Ben hadn't begun looking suspicious. Then, just her luck, his mouth stretched wide, roaring out a yawn while he rubbed his eyes.

"Now that you mention it, I am pretty exhausted," he mumbled.

"Okay," Gwen said slowly, not wanting to seem eager. "I'll grab us two coffee's and maybe some burgers from the cafeteria and be back in, like, ten minutes. Sound good?"

Ben was already stretched out on her bed, eyes shut in content. He waved a hand at her. "Sure, sure. Extra cheese with my burger."

"You got it, dweeb."

Gwen leisurely shut the door behind her before sprinting towards the large marble stairs, her quick breath's and steps reverberating off the walls. Phone in hand, her fingers automatically dialed the correct numbers with no hesitation.

Thankfully, Julie answered after the second ring. "_What__'__s up_?" she panted. Gwen could hear the _THUD_ of a tennis ball being smacked into a wall and back.

"We got a problem," Gwen cut to the chase. "Ben's here!"

"_Ben_?"

"My cousin, Julie!"

"_Oh yeah, him! He came to see you? That__'__s great!_"

"No, not great!"

"_Not great?_" Julie paused before taking a sharp intake of breath. "_Wait, didn__'__t he and Kevin used to be enemies?!_"

"Now you're getting the problem," Gwen croaked, exiting the staircase and into the main lounge of the school. The heat from the ventilation blasted straight into her face as she made a b-line towards the double doors of the cafeteria.

"_Okay, what__'__d you need me to do_?" Julie asked.

"I need you to go to our room and stall Ben for, I don't know, maybe half an hour while I talk to Kevin and grab some coffee."

"Coffee?"

"Please, Julie!" she begged.

"Okay! Don't worry, I'm on my way. But…" Gwen scanned the area in hopes of seeing Kevin. "…what exactly am I supposed to do to stall him?"

"I don't know," Gwen shrugged. "Entertain him with your charm and good looks."

"Isn't that usually Kevin's job?"

"Julie!"

"Joking!" Julie laughed. "Sheesh, I'm on my way to our room. See you in a bit."

"Thanks, you're the best." Gwen hung up, having spotted Kevin at the far end of the cafeteria. Her heart skipped a single beat in her chest when she saw him sitting beside two steaming cups of hot chocolate. He always knew what to order her before she even knew.

His eyes beamed at the sight of her, and that half-smirk half-smile trademark of his lit up his face. She couldn't help but stare a bit as she made her way over and took a seat beside him. But her thoughts went back to Ben and she crossed her arms tight, not sure how to even begin.

"Hey," Kevin said. He grasped the small cup in his hand and began to hand it to her. "Got your favorite pumpkin—spice hot cho-"

"Ben's in my room," she blurted out.

Kevin blinked. Gwen held her breath as she waited for his reaction. Surprisingly, he set down her cup and simply sighed. "Well, this isn't the happy reunion I was hoping for."

Gwen scooted closer to him and threw her hands in the air. "How can you be so calm about this? Do you even remember who Ben is?"

"Yeah, you're dorky cousin."

"More like you're arch enemy!"

Kevin scoffed and leaned back in his seat. "Gwen, no offense, but I think you're being just a bit over-dramatic about this."

Gwen felt her blood rush all the way to her cheeks. She wouldn't be surprised if it began to match the color of her hair. "Kevin, I'm serious here. Ben _hates_ you."

"But I'm so lovable." Her only reply was a blank stare. Kevin snickered, giving her a quick pat on the shoulder. "Alright, I'm sorry. You're right; Ben won't exactly trust me right away, would he? But I still don't see the problem."

"Do you really not?" Gwen groaned. "If Ben see's you-"

"Exactly," Kevin cut her off, lightly brushing her elbow. "_If_ he see's me. I'll just stay out of your way for a few days while he's here. After winter break, he leaves happy, you're happy, and no one has to know you're hanging out with me." Kevin cringed. "I mean, I don't exactly want your grandpa finding out I'm here. I _did_ escape from the Null Void after all."

Gwen considered this, realizing that he was right. She suddenly felt silly for freaking out over Ben's sudden visit.

Seeing her more relaxed posture, Kevin handed her the cup and sipped his. "So, I guess I won't be seeing you for about a week, huh?"

He said it as an innocent question, but there was a strange undertone there that Gwen couldn't quite catch. Almost disappointment of some kind. She didn't blame him. The thought of not seeing Kevin for a while, after just making up, didn't suit well with her. But what choice did they have? Besides having a rough history together, Kevin and Ben both have a habit of throwing punches first, questions later. Who knew what would happen if they saw each other again.

* * *

Carrying a bag of cheeseburgers in one hand, and a cup of coffee in the other, Gwen paused just outside the door to her room at the strange sounded emanating from the other side. She could have sworn it was laugher.

With a bit difficulty, Gwen turned the knob using two fingers and was shocked at the sight of Julie and Ben sitting beside each other on Gwen's bed. Even stranger, it took the two a good minute before they even looked up and acknowledged her existence.

"Gwen!" Ben said happily, though his glee was more directed towards the burgers in her hand. She handed it to Julie, who passed it over to him. Gwen took a cautious seat opposite the two on Julie's bed, scrutinizing the two. She was unsure of what to say.

Julie noticed her furrowed brows and uneasy expression. "Ben was just telling me about the time you were Lucky Girl," she explained, giggling. "Though, I really can't picture you in tights and a mask."

"She looked ridiculous," Ben added.

"Ben!" Gwen frowned.

"Kidding, you looked like a superhero of course." Walking over to take a seat beside his cousin, Ben fished out a cheeseburger from the bag, quickly making sure Gwen remembered his extra-cheese request. Gwen rolled her eyes, but found his hunger amusing. "I'm surprised though," he suddenly said, taking a bite so large she was baffled at how it fit into his mouth.

"Surprised at what?" Gwen asked.

To her great joy, he decided to swallow before speaking. It's the little habits like this that remind Gwen that Ben truly has matured since age ten. "That you told Julie about our alien adventures," he explained.

"I wasn't going to," she replied, leaning back against the chilled headrest. "But our school was attacked a while ago by an alien and Julie happened to get in the middle of it. She saw me use my powers and I wasn't about to lie to her more."

Ben glanced at Julie with admiration in his eyes and even slight interest, perking up Gwen's own interest at what exactly went on the half hour she was downstairs. "It's lucky she's so open-minded about all the alien stuff," Ben praised her.

Julie tucked her hair behind her red ear. Gwen fought the strong urge to gap. She felt intrusive, like she had interrupted a date between the two and should leave.

Gwen ignored the feeling and smiled at Ben, who had already inhaled the first burger and was going for the second, grease dripping down the edge of his lip. "So how's everyone back at Bellwood?"

"You're parents miss you, of course," he answered with a shrug. "They kept bugging me about the fact that you wanted to spend the holidays here and convinced me to join you."

Gwen couldn't fight the sadness that enveloped her at his words. "Oh, so you were forced to visit?"

Quickly seeing his mistake, Ben bumped his shoulder against hers. "Come on, it didn't really take your parents long to convince me to come. I really missed you, dweeb."

"You mean," she corrected, bumping his shoulder back, "you miss having someone to call 'dweeb', right?"

"Don't pretend like you're not happy to see me."

"I'm not pretending; I really am happy to see you." She tugged at her ponytail. "It kind of makes me homesick. I hadn't even realized that I've been away for four months until you showed up."

"Speaking of home, Grandpa wanted me to give you this."

Julie and Gwen exchanged looks as Ben went over to retrieve the item from his luggage. Julie put a finger to her lips and wordlessly beckoned Gwen to her side, who swiftly complied.

"What'd Kevin say?" Julie whispered as low as possible.

With Ben's back still turned, Gwen answered back, "He's gonna lay-low and stay away until Ben leaves. Under no circumstances is Ben to find out that Kevin is here. If he finds out, Kevin just might be sent back to the Null Void."

"That alien prison, right?" Julie asked.

Gwen nodded as Ben returned to her side, grinning mad at having finally found the…

"Cellphone?" Gwen asked as he placed it in her hand. She examined it with a raised brow, her lips pouted into a frown. "An…old, dead, slightly cracked cellphone."

She looked to Ben for an explanation, but he only shrugged. "Don't ask me. He just gave it to me before I left and said that I had to make sure it gets back to you." He sent a glare to the cellphone, as though he had some kind of personal vendetta with it. "I tried the whole bus ride to get it to turn on but the thing just refused me. Maybe you should call Grandpa later and ask him about it."

"Yeah," she said slowly, still staring at the device in her hand. "I'll do that…"

* * *

"I should have been prepared for this," Gwen reminded herself. "I really should have. Come on, Gwenny, this should _not_ come as a surprise to you."

With the long six hour ride weighing down on him, Gwen would have expected Ben to rest for the day. Then tomorrow the two would hang out at the town's top spots. But with Ben being, well, Ben and as adventurous as always, it does not come as a surprise to Gwen that he had wanted to head out to town right away.

No, what should _not_ have surprised Gwen that is, was Ben's destination in mind.

"He's kidding," Julie mumbled to her friend, "right?"

Gwen sighed. "Oh, we wish, Julie."

The two girls rested on a rusted bench just outside the particular store that Ben had dragged them to. With no desire to step inside, Gwen and Julie resorted to freezing themselves outside against the harsh winds (a snowstorm had been predicted continuously on the news lately). Gwen massaged her numb ears, cursing herself for not thinking to bring a hat for the outing. Ten minutes had already gone by and she suspected that they had another ten waiting for them.

Surprisingly though, she saw Ben trudging his way through the snow towards them. Even more shocking was the fact that his hands were devoid of any shopping bags.

"What happened?" she asked once he reached them. "You didn't buy anything?"

"Of course not!" he said, appalled. "The Sumo-Slammers Collectors store can only be found in five places all across the U.S. I'm not going to just impulsively buy something my first time stepping inside. No, the first time was just to marvel at the collection of cards, games and clothes. Tomorrow, yes, tomorrow I will be investing my entire savings into their products."

Gwen stared at him. "Why aren't you this informed and intelligent at school?"

He shoved his hands into his pockets, returning her stare. "I believe you should only be intelligent for the things that truly matter to you."

She was armed with a retort when Julie cut her off.

"I can kind of see where he's going with that," she said, earning a grin from Ben.

"Julie!" Gwen laughed. "You actually agree with him?"

She stood up and wiped the snow from her bottom. "In a way, I mean, it's how I feel about tennis. Others things matter, but not as much as what I really care about; tennis. Kind of like you and magic."

Gwen paused, legs stretched out in front of her. "You guys are strange people," was her final answer.

Ben mumbled to Julie, "That means she agrees with us but just doesn't want to admit it."

Gwen glared and shot her foot forward, successfully hitting Ben's knee. She grinned as he glared. "And that means that Gwen is becoming annoyed at Ben and he should be quiet from now on."

Ben looked prepared for a fight, getting into his trademark 'Hero Time' stance. A sudden chime distracted the three and Gwen reached into her pocket, retrieving her phone. Reading the text, she did her best to keep up a poker-face at who the sender was.

_I__'__m at the park a few blocks down from you guys,_ Kevin had written. _I need to talk to you. Send Julie to distract Ben, A.S.A.P! _

"Who is it?" Ben asked, casually, but to Gwen he might has well have asked when was her death sentence.

"Ah, Julie!" Gwen ignored him and shot up from her seat. "Take Ben to our usual cafe and I'll meet you guys there in a few minutes."

"Where're you going?" Julie replied for Ben, who narrowed his eyes with just a hint of suspicion. Gwen gave her a strained smile that lasted for 2.5 seconds, but Julie understood the message. "Oh, yeah!" she suddenly declared, linking her arm through Ben's. "I forgot that Gwen needed to go bra shopping. You wouldn't really wanna join her for _that_, would you Ben?"

He began to gag at the mere thought of helping Gwen pick out a bra.

Gwen didn't let this irritate her though, only glad that Julie had thought of a valid excuse for her absence. The two walked down the snow-covered block towards the local cafe, their footsteps trailing behind. With their arms linked and friendly chatter exchanged, Gwen could swear they looked like any other couple. She shook her head, remembering Kevin and sprinted her way towards the park.

Her pants were evident in the puffs of white cloud fogging the air in front of her; running while it was snowing wasn't exactly a fun activity, add the fact that a storm was still expected to happen and Gwen wondered how the wind didn't carry her off the ground yet. The crunch of her boots as they sank into the snow felt amplified in her ears against the silence of the town.

With the park was now in sight, Gwen was grateful to see that the swings and benches and slides were currently empty, save for Kevin who sat waiting on the left swing. Once reaching him, she collapsed onto the swing to the right, grateful for the seat.

Kevin's eyes glinted with a hidden laugh. "You look like you ran a marathon."

She wrapped her scarf tighter so that it would shield her mouth. "You try running in this kind of temperature with winds at thirty degrees."

He thought about it. "Point taken."

"So, what's up?" Gwen said.

"Big news," he replied. He stripped off his black wool hat and handed it to her. She stared at it, unsure of his motives, earning an eye-roll from him. "Your ears blend in with your red hair. Put this on."

Gwen was suddenly gleeful of the wind, as it was a valid excuse to the redness in her cheeks as she blushed, slipping on Kevin's hat. "What news do you have and how big are we talking?"

He ran a hand through his sleek locks, a habit Gwen noticed he did whenever something alluded him. "So I'm sitting in my room, bored out of my mind, when I hear something coming from deep within my dresser. At first, I thought it was something outside, but the beeping went on for like ten minutes. I decided to check it out and found out that it was _this_."

He handed her the Holoviewer that his father had left him. Gwen's eyes widened. "I completely forgot about this," she admitted.

"Me too," he said, a slightly pained expression crossing his face. "Anyway, the beeping kept going on. I took a chance and went to your school to get your opinion on it."

She glared. "You could've been caught!"

He waved her worry away, anticipating it. "Yeah, I didn't care. So I saw you, Ben and Julie heading into town and followed." He smirked mischievously. "By the way, Ben hasn't gotten much taller since I last saw him."

"Why didn't you wanna talk while Ben was inside the store all by himself?" Gwen wondered, ignoring the comment.

Kevin stretched his long legs forward, the rusted and frozen chains creaking in harmony with his movement. "I had to take the second bus; didn't want to risk Ben catching me on the one you guys were on."

"That's smart."

He sent her a small smile that made her heart pound and continued. "So I finally got to town and the beeping just kept getting louder the closer I got to you. Then, when I got to the park a few blocks from you guys, it just stopped. I'm not sure what it was, but it doesn't take a genius to see that the Holoviewer was leading me to you." Suddenly, Kevin raised an eyebrow, staring at her coat-pocket. "Is your phone ringing?"

"Huh?" Gwen reached into her left pocket where he was staring, her hand grasping something cold and hard. "Oh, I forgot I had this with me."

"What is it?"

She handed him the broken cellphone her grandpa had lent her. Though it showed no sign of life just minutes before, the front touch screen suddenly began to glow a bright green color. Kevin examined it with much curiosity.

"It doesn't say you have a text or anything," he stated, giving it back to her. "Where'd you get it?"

"A gift from Grandpa," she answered, still mesmerized at the empty green screen. "It wouldn't turn on before, wonder what activated it."

With swiftness, Kevin backed away, almost slipping. "What if it's a tracking device?" he said, alarmed.

"I doubt it, Kevin," she assured him. "Grandpa doesn't know you're here. No one does; why would he want to track me when he doesn't even know I'm investigating?" Still looking worried, Gwen tried one more time to get through to him. "Tom is here investigating the disappearances, remember? Grandpa would have just had him track me down or put some kind of device on me. He wouldn't be so obvious as to have Ben give it to me."

That seemed to calm him down.

As Gwen's did before, Kevin's coat-pocket began to flash the same green color, only his was accompanied with the beeping sound he had mentioned earlier. Gwen looked back and forth between the two devices.

"Kevin, pass that over to me." Once in her hand, Gwen placed the two items beside each other, where they began to beep in union. "What does this mean?"

The two jumped when the Holoviewer spoke, "_Voice command password required for activation_."

"Voice-what?" Kevin said, dumbstruck.

"_Incorrect password_," it beeped. "_Please try again._"

Gwen and Kevin gaped at one other.

"What do you think the password is?" she whispered to him.

"I don't know!" he replied harshly, but still at low volume. "It's_ your_ grandpa that gave you the cellphone."

"It's _your_ dad's Holoviewer!" Her eyes widened, realization striking her. _That__'__s it_.

Gwen cleared her throat and spoke out loud, directly to the Holoviewer, "March fourteenth."

The Holoviewer remained silent for a moment. Then, "_Password correct. Beginning Omnitrix restoration_."

"Omnitrix?!" the two cried out in union.

Before Gwen could blink, the green light emanating from the cellphone enveloped the entire park. She thought she was going to go blind, but it died out as quickly as it came. Suddenly, rather than a rusty old cellphone, in Gwen's hand was a device she hadn't seen in years.

"I can't believe it!" she hollered, almost losing her balance as she stood up too fast. "The Omnitrix."

"Apparently he designed it as a broken cellphone," Kevin smirked. "Smart man. How he get his hands on it though? Last I remember, Ben had it."

Gwen explained, her eyes not leaving the watch. "After our summer with Grandpa, Ben didn't trust himself to keep the Omnitrix safe. So he gave it to Grandpa." Her brows connected together in thought. "It's weird though…when Grandpa took the Omnitrix from Ben, he told him he would give it back to him when Ben truly needed it."

"So why do you have it?" Kevin continued her thoughts for her. "And why did my dad's Holoviewer activate it?"

Gwen locked eyes with him. "I think my Grandpa know's more about this whole case with your dad than we do."

Kevin nodded. "_I _think maybe it's time we pay him a visit."

Gwen sighed. "How am I going to explain this to-?"

"BACK AWAY FROM MY COUSIN!"

As if on cue for the climactic ending of a play, Ben appeared at Gwen's side, shoving her behind him. He spread his arms wide, as though they were all the power he needed to protect Gwen.

"What're you doing here, Levin?!" he shouted, his glare fierce and ready for a match.

"I'm sorry!" Julie panted once she reached them. "He got worried and wanted to check on you and saw Kevin from down the block."

Kevin held up a hand, flashing a crooked smile. "Sup, Tennyson? Long time no see."

Ben snarled, the anger and tension palpable and almost suffocating. "Julie, run! Gwen, stay behind me! He probably knew I was coming and wanted to kidnap you to get to me!"

"Wow," Kevin shook his head, "you really are still full of yourself."

"You get used to it," Gwen sighed.

"I'll do the talking here," Ben said harshly, directing his hate straight towards Kevin. His hands clenched and unclenched themselves, turning a shade of white with the pressure. "First, why are you here? Second, why are you and Gwen talking like you're old friends or something?"

"I wouldn't say 'old friends'," Kevin shrugged. "But definitely friends now."

This piece of information definitely took Ben off guard. Gwen seized the opportunity and ducked beneath Ben's arm, standing firm between the two boys.

Julie grasped Ben's outstretched arm, an extra precaution in case he attempted to pounce. Ben stared wide-eyed at his cousin, demanding answers. Gwen gazed back at him with sympathy.

"This is _so_ not how I wanted things to go," she mumbled.

"This is actually perfect Gwen," Kevin said to her. "I mean, we were planning on going to see your grandpa anyway. Now we don't have to lie."

"_Thank you Kevin_," she replied sarcastic.

He grinned. "I'm always here to help."

"Gwen," Ben interrupted, pinching the bridge of his nose. "I'm really lost here and am getting a _major _headache. I'd really like an explanation. Now."

Gwen nodded, looking solemn. She gestured for Ben to take a seat on the swing and took the other beside him. Kevin and Julie exchanged looks, knowing that the cousins should be left alone.

"Well be at the cafe," Julie announced. "K' guys?"

Ben narrowed his eyes suspiciously at Kevin, but Gwen rested a gently hand on his shoulder and beckoned the two to leave.

"Alright," Ben grumbled once they were out of sight. "Start."

Gwen sighed once again. Quickly hiding the Omnitrix away in her pocket, she began her story, Ben listening wordlessly by her side.

Though the circumstances weren't great, all the while Gwen was speaking she was secretly relieved that Ben knew. That someone from her family knew of Kevin's mission and the goodness that resides in him; not just her.

It almost made the last four mouths, in a way, seem real. It made her bond and her desire to help Kevin real, because, now, the stakes were much higher than Gwen could ever imagine. She was slowly realizing that this case would take more than just her and Kevin.

They needed help.

_What do you know Grandpa? Why did you give me the Omnitrix? I need help__…__I have to see you__…_

* * *

**So just something to tell you guys:**

**In the first chapter, I wrote a few background info to know in relation to this story, and one of them I wrote that Ben still fought aliens after the series Ben 10 ended and still carried the Omnitrix. For this chapter I changed that because, in all honesty, I began this story with a small idea in my head and not really any plans for it. So if something feels like it's not continuous to like the first two chapters, it's because I actually know what I want to do now, haha. **

**It shouldn't be confusing at all, so nothing to really worry about. **

**Thanks to anyone still reading this story, the plot will definitely begin to move faster now that Ben and Grandpa are getting involved. Love anyone who takes time to read my writing. **

**Please review and bye! **


	14. Chapter 14: It's Hero Time Part I

**It took a while to edit this chapter, but I'm pretty satisfied with it. **

**Hope you guys enjoy. **

**Disclaimer: I do not own Ben 10.**

* * *

"You _sure_ you're not cold?"

"Gwen, if I was, I'd tell you."

"No, you'd lie and say you're not because you like to seem tough." Gwen gingerly touched the tip of her finger to Kevin's ear. He flinched at the simple contact, further proving her point. "Told you. Why don't you just take your hat back and I'll buy myself another one?"

"There was no time," he grumbled, using the palms of his hands as a shield from her. "If we had missed this bus, there wouldn't have been another one till tomorrow night. That's too much time wasted."

Ben scoffed from behind Gwen's seat. He poked his head between her and Kevin. "Well, we would've made better time if _someone_ hadn't taken so long to pack."

Kevin turned away, leaning against the window despite his numb ear. "I didn't know how long we'd be gone…," he mumbled, eyeing Gwen as if his words were only meant for her. Gwen comforted him with a pat on the arm and a smile, the strain between his brows easing.

Ben continued to eye the two, studying them like a scientist.

Gwen narrowed her eyes. "What?"

He ignored Kevin's presence completely, directing his attention to his cousin. Taking a breath, Ben jabbed a finger in Kevin's direction and said, "Are you dating him?"

Gwen was certainly taken aback at the accusation. But, in all honesty, it did not faze her as much as it should have. After all, she'd be oblivious to say her and Kevin hadn't grown close. It's only naturally for others to assume they'd be dating (they were teenagers after all). She opened her mouth to calmly explain to Ben that, no, her and Kevin were not a couple; but they were friends and he would just have to respect that.

Kevin beat her to it.

"If we were, what's it to you?" he said, uncharacteristically stoic. His words were a challenge; a _threat_. An unspoken hostility radiated between the boys, almost palpable.

Gwen sat silent, still processing Kevin's words. He had said it readily, not one pause in his sentence. It felt like a fact when it was spoken through his lips and Gwen felt her heart beat like a drum, rendering her momentarily breathless. Her cheeks burned despite the drastic drop in temperature.

Ben noticed as she tried to casually catch her breath, voiceless. He averted his gaze to Kevin, lips tight. "I trust Gwen," he answered with confidence. "So, in loyalty to her, I'm going to trust you."

"Ben," Gwen said, "we're not-"

"Oh, I know you two aren't dating," he assured her. "But you're still friends, and that's bad enough for me. But like I said, I'm going to trust you know what you're doing."

Without another word, he leaned back against his seat, arms crossed and eyes shut for a nap.

Swift, Gwen turned her disbelief towards Kevin, but he was inclined away from her, staring out the window at the white scenery that winter brought. She didn't look away though. With her chin tucked into her hand, Gwen observed the strange boy sitting just beside her.

Last week, he complained of how interfering and annoying she was to him. Now, he was claiming that the two were dating. Gwen wished she could read Kevin as easily as she could track a person's essence.

She pressed her lips together, leaning into her seat. The six hour ride in a narrow bus was hard enough, but the tension between Kevin and Ben just added to the stress. As much as she tried to ignore them, she knew it was her fault Ben was even involved. Gwen felt her hand cramp up and blinked, realizing that she had been clenching the arm rest strenuously. She took a deep breath through the nose, knowing that Kevin and Ben's difference were her last priority.

Her first was one man; Grandpa Max. After all, they only had two more hours till they reached Bellwood, and she had yet to decide what exactly she would say to him.

_Hey, Grandpa! It's great to see you, but I was wondering; did you ever know a Devin Levin? Why you ask? Oh, I'm helping his son, Kevin, solve a mystery going on at my school that, apparently, you're involved in too. You remember Kevin, right? The kid back then who constantly tried to kill Ben and us? Yeah, he's swell!_

Gwen came to the conclusion that if Kevin's presence didn't go so well with Ben, it'd be even less for Max. He was a plumber; a trained solider with the instincts to take down criminals wired into his brain. If he knew Kevin had escaped from the Null Void, would he not even hesitate to send him back there?

She jumped, feeling another pressure at her hand, but softer and more comforting.

Kevin was looking at her from the corner of his eye, his blank face contrasting with the hand he had wrapped around hers.

"You're going to break the arm rest," he said. "Don't worry about anything. Get some rest, and I'll wake you up once we're there."

Immediately, Gwen felt her body surrendering itself to sleep. Kevin's mere voice was better than any lullaby, and she knew why. Though a joker, Kevin had been through more than most boys his age. When the situation called for it, he knew to be serious and mature. Times like these reminded Gwen of her absolute trust in the boy. She could be on the brink of death and Kevin would simply have to just look at her and she'd have no fear of dying.

Words held power, but Kevin's words consumed Gwen, taking over her very being.

"Thank you," Gwen whispered. She squeezed his hand, her mind drifting off into slumber. Before she went down, the lightest pressure on her hand, though distant, expressed Kevin's gratitude more than words ever could.

* * *

_"Where are they now?"_

_"They should be reaching Bellwood in an hour. No doubt heading straight to Max Tennyson."_

_"Max Tennyson…my does that name bring back memories."_

_"What would you like me to do?"_

_"Nothing for now…let them have their reunion. Tonight though, that's when you make your move…Are you sure you're ready to take them out though?"_

_"I've been ready since the first day. I just don't understand why you let them live so long."_

_"It was actually amusing, watching them delve deeper into the secrets of this school without anything pointing them in the right direction. After all…did they really think they would win? It's only a matter of time before everything falls into place."_

_"So why am I ordered to kill them now?"_

_"Because…Gwen is more clever than others give her credit for. Once she had decided to seek Max's advice, I knew we were in trouble. Therefore…I need you to kill them all."_

_"No survivors?"_

_"No survivors. Unlike you, I don't like to gamble with my chances. I want a sure win."_

_"As you wish."_

* * *

There were more voices, but deeper and urgent; it was almost painful how much it pleaded for her attention. The world shook with the same motion one would get from swinging; up and down like a slow mantra.

_Gwen…Gwen…wake up…_

_Wake up?_ she wondered. _I don't remember falling asleep._

With a stark realization, Gwen attempted to wake herself up. The cynical hands of sleep kept beckoning her back, but she resisted. Her eyes, though glazed, began to open. The image in front of her was blurred at first, but she rubbed her eyes and pressed the heels of her palms to them.

There was a light sensation on her back, a hand, rubbing it with deliberate motions.

After what felt like hours, she opened her eyes, the world becoming less like the inside of a fish bowl. Looking to her left, Gwen learned that Ben rested one hand on her back and another to her shoulder.

"You okay?" he asked, tone gentle. His lips were pouted and only now could she see the tension between his brows that made him appear older.

"What happened?"

Her voice was groggy and croaked just a bit. She coughed to clear it, wondering just how long she had been out. Still in the same seat on the bus gave her a clue though. Gwen searched for the sun out the side window, but was surprised to see everything pitched black.

She jumped out of her seat, completely forgetting the seatbelt looped around her waist.

"Easy!" Ben demanded, though more with concern than annoyance.

"How long had I been asleep?" Gwen said, her head in vertigo.

"Most of the ride," he answered as she unbuckled herself. "Bellwood was the last stop, thankfully. We got here almost ten minutes ago and you wouldn't wake up."

She frowned. "Are you serious?"

"I wish I wasn't. Luckily, the bus driver went out for some coffee, so that gave me time to get you up."

"I don't even remember falling asleep," Gwen admitted.

With Ben's help, she was lifted off her seat and out the bus, using him to support herself. If it was even possible, the winds had grown stronger, challenging anyone that dared to go out and face its frozen wrath. Ben held onto her tight, protective, his hand rubbing her am to help against the chill.

"Where are Kevin and Julie?" she shouted, in competition with the wind.

He quickly pointed to the diner two blocks away, though it was almost impossible to see. All Gwen's eyes could register was the color white. They trudged through the snow, Ben slow and steady. She wasn't sure what was more sweet; his determination to get her to warmth, or the fact that he refused to leave until she had woken up.

She drew herself closer to him, wishing she could say how much she loved and missed him.

Ben squeezed her arm, appearing to read her thoughts and assuring her that he knew.

Years seem to pass by them before they reached the front entrance. Gwen felt her mind drifting elsewhere and tried to bring it back, refusing to pass out and burden her cousin. A black figure materialized in front of her and Ben, reaching a hand out. She felt Ben pull her back with the smallest of motions, but the message was clear.

"I got her," he said, harsh. It was quiet before the figure stepped back into the diner, holding the door. Ben continued walking until they reached a booth at the very end, setting Gwen before taking a seat himself beside her.

"Is she alright?" a new voice spoke. With the newfound warmth, Gwen sighed and opened her eyes, meeting Julie's concerned stare.

She put up a weak smile. "I'm fine, Julie. Just…exhausted for some reason."

More than exhausted. Gwen felt detached from her body and it took all her strength to stay awake, much less upright. Ben seemed aware of this, his hands continuously twitching as if ready to catch her.

"You kept mumbling something," a raspy voice said. Gwen jumped, forgetting the fact that Kevin was with them. He was seated next to Julie. "What were you dreaming about?"

"I was mumbling?" Gwen pondered, tugging at Kevin's hat with pressed lips. "What exactly was I saying?"

"It was hard to tell," he answered, looking a bit sheepish with his response. "To be honest, I didn't think anything of it until we tried to wake up you and, yeah, you know the rest."

"You really don't remember anything?" Ben asked, to which she shook her head. "Well, you're awake now. Let's worry about it once Grandpa gets here."

"You called him?" Gwen had spoken with more force than she intended, but it was hard to ignore the fact that she didn't know how to break her newfound friendship with Kevin to her grandfather.

Strangely, Ben was unable to meet her eyes as he replied. "Grandpa knows about Kevin; I told him."

She gulped. "How'd he take it?"

"That's what bothers me," he admitted, still gazing out the window at the snow falling like rain. "He didn't seem surprised, only said, 'tell Gwen we can talk once I get there'."

"Speak of the devil," Kevin said, pointing a finger towards the entrance where a man in a large green jacket came shivering in. Upon removing his snow-covered hat, it was too easy for Gwen to recognize the kind gray eyes of her grandpa. His hair somehow seemed whiter than before and his stance more rigid, reminding her of his old age.

"Grandpa!" she called out, her excitement and joy too much to just stay still for.

Ben swiftly stood up from his seat, Gwen following his movements with less difficulty than before. With Grandpa Max just a few steps away, her mind was reeled back to reality. There was someone important walking towards her, something real, something to keep her grounded.

Now, she was in his arms with Ben's arms wrapped around her from behind.

She felt she could cry, but didn't upon Max's words.

"It's not safe here," he said, lips barely moving that Gwen had to strain to hear. "Walk casually back to the Rust Bucket and we'll talk there."

She felt Ben make the slightest nod and pulled back, keeping her face as stoic as possible.

Max sent a warm smile to Kevin and Julie, beckoning them over. "Come on, kids. Let's get out of this cold already."

They all followed, keeping close. Gwen was painfully aware of Kevin's presence behind her, but drew comfort in it. He was her friend now, and no matter what Ben thought, or Max would do, it wouldn't change that fact. As she said at the dance, she wasn't giving up on him.

Gwen slowed her pace to match Kevin's. "You alright with this?" she asked, tone low.

"With what?" he said.

"You know…Ben treating you like crap."

He didn't speak as they entered the harsh storm. The Rust Bucket stood waiting for them in front of the diner, relieving Gwen. Everyone quickened their pace, Ben reaching the door first and allowing everyone to step in as he held the door.

Just as Gwen's foot stepped into the warmth of the Rust Bucket, Kevin spoke in the same voice he did back in the bus; the one only meant for her, "As long as I get to stay by your side, he could say whatever the hell he wants to me."

She didn't answer and followed after Ben and Max to the front.

Max quickly buckled himself in the drivers seat, Ben occupying the passenger like a second-in-command soldier. Julie rested herself on the booth behind them, Kevin taking a seat opposite her. The Rust Bucket trembled as it started, the engine choking to life in preparation for the road. Gwen stood between Ben and Max, nostalgia tugging at her heartstrings.

"Reminds you of that summer," Ben suddenly grinned up at her, "doesn't it?"

"Don't act like it doesn't for you Ben," Max smirked, eyes crinkling.

"I just wish it _was_ summer," Gwen added. "Much preferable season, in my opinion."

"Isn't your birthday in the winter?" Ben raised an eyebrow in question.

"Not the point," Gwen replied. "Or time, for that matter. Where exactly are we going Grandpa?"

"Just somewhere safe for the time being," he answered, face suddenly grim and tight. "I don't want anyone knowing where we are and interrupting us."

Gwen put a hand to his shoulder, giving it a squeeze. "Who's 'anyone' exactly? What aren't you telling us Grandpa?"

"As you said Gwen, not the time."

* * *

Ben sipped his coffee, his eyebrow continuously twitching with no means of ending. "How much longer do we have to wait?" he said through gritted teeth.

"It's only been eight minutes," Gwen replied, not willing to admit that she was slightly bored as well.

Julie set her cup down and leaned back against the wall. "This cold is not doing well for the body."

"Way to keep the optimism going," Kevin said sarcastically.

"Leave her alone," Ben glared.

"Leave him alone," Gwen met his glare with her own.

"Don't bother Gwen," Kevin assured her, strangely calm as he drank his coffee. "Ben's not just gonna stop hating me; I've accepted that."

"Can you blame me?" Ben said, exasperated. "Like, gee, lets all pick on Ben because he doesn't like the guy who used to try to _kill_ him back in the day. That'll be fun."

"We're _not_ picking on you," Gwen frowned.

"You're always taking his side!"

"What?! I so do not!" Gwen groaned, the urge to pull at her hair strong. "And there are _no_ sides, Ben. We're all a team right now; lets act like it."

It was silent after that; everyone lost in their own thoughts.

"Hey, Gwen," Kevin mumbled to her.

She looked up. "Hmm?"

"How'd you figure out that password anyway?"

She cleared her throat, setting her cup down while rubbing her neck. She found herself unable to meet his eyes, confusing Kevin. "Well, um, it's what Grandpa Max uses for all his passwords; his kids's birthday. I figured since it was your dad's holoviewer…he might have used your birthday."

Kevin sat still, stunned. Surprisingly, he asked, "How'd you know when my birthday was?"

"You mentioned it once," she answered with no hesitation. "About two months ago."

"And you remembered?" he continued, still in awe.

Gwen felt her cheeks heat up. "Well, it'd be rude not to."

Kevin pouted, surprising Gwen greatly. "I don't know your birthday," he mumbled, eyes downcast.

She waved a hand, wishing to change the subject. "Don't worry about it."

"What?" Kevin groaned, violently rubbing his face. "That means it passed already, doesn't it?"

"Kevin-"

"Gwen!"

She sighed, "It was December 23…"

Kevin's eyes widened, and emotions she never would assume to appear flashed in them; hurt and disbelief. "Why didn't you say so?"

"Cause we have bigger issues than my freaking birthday Kevin," Gwen almost shouted, not clear on why exactly Kevin would be so worried about something as frivolous as her birthday. "Seriously, what's the big deal?"

He didn't respond.

A loud boom sounded, everyone jumping out of their seat, heads whipping towards the door where Max stepped in. He slipped the hood of his jacket down and called, "You kids alright?"

Kevin grunted a reply, looking away from everyone with crossed arms.

Gwen raised a brow, but kept her focus on Max. "Grandpa," she said, "where exactly did you take us?"

"Just a few miles away from Bellwood," he answered, resting beside Ben on the booth. Julie had decided to stand a while ago, her athletic nerves keeping her on edge. She bounced on her toes from one side of the Rust Bucket to the other as if running on battery power.

"Julie," Gwen sighed. "I'm sorry but your constant movement is giving me a headache."

"Can't," she simply replied, continuing in her pace. "If I stop moving then I start thinking too much and I don't want."

Kevin shrugged with a mischievous glint in his eye. "Makes perfect sense to me."

"Aaaannnnyway," Ben said impatiently, "Grandpa was just about to explain what this whole shindig is about."

"Shindig?" Kevin said, though was ignored.

Max sighed, running a large hand through his thinning locks. "It's not exactly something that'll be easy to explain. After all…I never meant for any of you kids to get involved." His eyes turned to Kevin, almost mournful. "Especially _you_, Kevin. Your dad certainly didn't want you to have anything to do with this."

Kevin shot up from his seat, hands clenched tight as his face burst red. "If you got information on my dad old man, you better spill already!"

Gwen put a hand to his shoulder. "Kevin, _calm down_."

Though still shaking a bit, her words had the effect she wanted. Kevin sat back down, a permanent frown etched on his face. She kept her hand where it was, allowing him to draw comfort from it.

"Don't be mad at Devin," Max said, shoulders slumped as if burdening a heavy weight. "It was my job to make sure you stayed on the right path and I failed you."

"Grandpa," Ben said, extremely confused to his words. "What does this mean? You knew about Kevin, even when we were kids?"

"I knew _of_ him," Max clarified. "After Devin, that's Kevin's dad, had died, he asked me to check on Kevin every once in a while to make sure he was okay. And I did but…the last time I visited his mom, I found out that he had runaway; she was heartbroken." Kevin visible flinched and Gwen squeezed her hand as Max continued. "When we met Kevin during that summer, at first I really didn't believe it was him." He sighed. "I didn't believe such a sweet boy could turn out like that. But I soon learned that it was in fact Kevin, but by then it was too late."

"I was a monster by that time," Kevin added bitterly.

"Don't say that," Gwen said.

"Don't deny it Gwen," Ben retorted, echoing Kevin's bitterness in his own tone. "He was a monster."

She frowned, but didn't find it in her to argue.

Kevin, face stoic, said, "Continue."

Max nodded, his own face solemn. "I knew Devin back during his early years as a plumber; I was more trained and experienced and was given the responsibility of watching over him. We were assigned as partners for a special mission involving disappearances of children at a school."

"My school?" Gwen gaped.

Max nodded. "I'm sorry I didn't tell you. In fact, I almost didn't let you go to that school, but the disappearances hadn't been happening for so long, I assumed the threat was gone. It's why I volunteered to drop you off on your first day, Gwenny. I wanted to scope out the place and make sure everything seemed normal."

"'Seemed' being the keyword here," she mumbled.

"I never thought I'd ever have to go back to that place," Max spat out, memories of a time long ago surfacing in his exhausted expression. Ben put his own hand on Max's shoulder. "But about a month into Gwen's school year, I got a call from the plumbers. They told me that the mission was still my responsibility since I never _technically_ finished it."

"How did my dad die exactly?" Kevin suddenly said, shocking everyone at how calm he had uttered the line. "Tell me, please."

Max sighed. "That's a story for another time, Kevin. It's…not exactly a pleasant one."

Kevin narrowed his eyes, his shoulders tensing beneath Gwen's fingers. "Nothing in my life has ever been pleasant, why should I be afraid now?"

Max leaned into his interlocked fingers, eyes shut with furrowed brows. "Devin died…so that I may live," he finally said. "Let's just leave it at that. You're father was someone you should be proud of, don't ever think otherwise."

"I can't believe it," Kevin whispered.

"Your dad was a hero," Gwen assured him, doubting that would actually comfort him but trying nonetheless. "Till the very end."

"He was," Max agreed. "I wouldn't be here if it wasn't for him."

Kevin eyes glazed over and Gwen had a strong suspicion that he had not heard a word they just said. A deep frown was set on his face. "I still don't get it…," he mumbled. "Why didn't my mom tell me all about this? And why would she keep my dad's holoviewer from me? It wasn't hers to keep."

Gwen flinched as Max's hand slammed into the table. "If there's anyone you shouldn't blame Kevin, it's your mother. She did everything she can to protect you and even now she blames herself for you running away."

Gwen's eyes widened as she sharply turned to Kevin. "You told me your mom and step-dad kicked you out."

Kevin didn't reply for a moment, meeting her accusing stare with a glare. "They may as well have."

"Harvey may not be Devin," Max said sharply. "But he's the closest thing to a father you have Kevin. I've spoken to him a few times and he's a good man."

"When did this become an intervention?!" Kevin shouted. "Just get back on topic and tell us what you know about the recent disappearances!"

Max didn't avert his gaze from Kevin's, remaining stern. However, he turned his words granddaughter. "Gwen, I knew about you working with Kevin from the very beginning."

"_You what?_" Ben exclaimed.

Max remained unflinching, almost as though he had been expecting this kind of reaction from his grandson.

Gwen reached out, seizing Ben's arm. "Calm down, Ben."

"He could've hurt her!" Ben continued, her words falling on deaf ears. "He could've killed her any chance he got and you don't seem to care!"

"He didn't though!" Gwen shouted right back, standing up.

"Gwen, don't-" Kevin began.

She slammed her fists against the table. "No! No more ignoring Ben's comments, I'm sick of them! Ben, get it through your head; Kevin's changed! He's my friend now and he will stay my friend for as long as I choose. He's had _many_ chances to kill me. In fact, he's _saved_ my life plenty of times without thinking about it. Either you accept this and keep your opinions to yourself or…"

"Or what?" Ben challenged.

"Or you can leave," she finished.

Hurt flashed across his eyes, surprising the both of them. Guilt clenched at Gwen's chest, but she stood her ground. She continued speaking, but her tone adjusted to a more gentle one. "You said you trusted me, Ben. Prove it."

They were at a stalemate, staring at one another with the same emerald-colored eyes that flashed like lightening when each were angry.

"I'll try," he finally declared.

"That's all I ask, couz," she replied with a grin, relieved to see him return it with a small smile.

"I'm sorry Ben," Max interrupted, a smile adoring his own face. "You're right though; I was worried. But I knew that Gwen could take care of herself and I trusted that she knew what she was doing. Besides…I had a little rat planted in the school and have actually been using it to keep an eye on things."

"You mean Tom?" Gwen asked.

He chuckled. "Not exactly." She raised an eyebrow, dumbstruck. "Come on, Gwen, who do you think put the holoviewer in front of your door that night? Who do you think gave Kevin the tip that something was inside the headmistresses office? I got a double agent working for me helping me _and_ you kids out."

"I don't suppose you'll tell us who," Kevin said hopefully. Max shook his head. "Didn't think so."

"Come on Grandpa," Gwen begged. "We can help this person out."

"Can't sweetie," he said, firm. "This person is giving us anonymous help; only I know who they are."

"Can you please explain Tom to me?" Kevin waved his hands in the air. "So he's Gwen's new teacher but he's also a plumber undercover? What's that about?"

"With Devin gone, I was assigned a new partner for this case," Max answered, rubbing his neck. "We were working under the shadows, but I realized that things were getting bad and Tom volunteered to go undercover. I asked him to keep an eye on Gwen and you while he was at it too."

"Why didn't _you_ come undercover?" Julie asked.

Max's body shook with silent laughter. "I didn't want Gwen knowing I was involved, but I guess that was pointless. Also, I've been to that school before and didn't want to risk anyone recognizing me."

"Still," Gwen said, "a heads-up would've been nice. Kevin and me have been chasing our tails this whole time."

"I disagree," Max grinned. "I'm actually proud of how clever you two are. For having so little sources, you discovered plenty of clues."

"This is a perfect time to organize our information, actually." Gwen perked up.

Kevin and Ben groaned.

"You're such a dweeb," Ben said.

"Tell me about it, Tennyson," Kevin added.

"Aren't you two supposed to be hating on_ each other_ and not _me_?" Gwen glared, vein throbbing. Ignoring their snickers, Gwen pulled out her laptop from her backpack, relieved to have packed it. "Okay, everyone say what they know and we'll list it all down."

"I'll start," Max declared, no one arguing. "First, the disappearances began when a woman named Isabella Skye and her two children were murdered in their home. Though strange, they were never seen again." Gwen quickly typed, her fingers flying through the keys like a professional. "Next, whenever someone is taken, they are never seen again; which means that the thing taking them does something to their body."

"That's way creepy," Julie shuddered. Ben nodded, agreeing with her.

"Third," Kevin took over. "The one picture we have of the creature taking people only shows that the thing has red eyes. Not much of a description there but better than nothing."

"Do any aliens come to your mind, Grandpa?" Gwen asked.

"I don't think we were ever dealing with anything alien, sweetie," Max admitted, surprising the group. "I think this is something supernatural, maybe it's even associated with your magic."

Gwen paused, a thought stirring within the depths of her memories. "I think you're right…"

"You saw something," Ben said, "didn't you?"

"What?" Kevin gaped. "And you never said anything?"

"It never really occurred to me as something supernatural but…remember the dance, Kevin?" He nodded, fond memories invoking themselves. Gwen, on the other hand, was reminded of a not so fond memory. "Well, when we got into that fight, I found a boy playing a violin all by himself. His aura was strange, almost-nonexistent, but I didn't think anything of it. Then, the night I tried to trace the energy with the camera we found, I found Nicholas instead. He gave me some kind of warning and then just…vanished."

Kevin ran a hand through his hair. "Again; you never said anything?"

"I was kind of busy with you hating me!" she argued.

"That has nothing to do with our job!" he retorted. "We had a clue to a ghost and you kept it to yourself!"

"Enough!" Ben reached a hand between the two, a rather useless shield if they had decided to fight physically. "Look, aliens are one thing, but we never dealt with anything as creepy as ghosts. I don't blame Gwen for thinking it wasn't anything related to that, so stop fighting and think clearly."

Kevin grumbled a complaint.

Gwen sent Ben a look of gratitude.

"This Nicholas fellow," Max said thoughtfully. "Did he say a last name or anything useful?"

"No," Gwen answered. "It's even hard to explain what he looked like because it was kind of like he wasn't there." She began to rub her temples. "In fact, just trying to conjure up an image of him is difficult, I feel like I dreamed him, even though I _know_ that I didn't."

"I think this kid might be the lead we're looking for," Julie offered, resting a hand on Gwen's shoulder. "If he really is a ghost, he might be one of the victims of the previous disappearances."

"I didn't even think of that."

"No one would have," Kevin admitted, smirking. "But we know now and once we get back to the school we can start looking for him."

As if on cue, the Rust Bucket rocked violently, the wind whistling like a siren as if to contradict Kevin's words. Julie shuddered, rubbing her arms up and down. Ben copied her motions, never liking blizzards for as long as he can remember.

"The storm doesn't seem to be letting up," Max said, standing up. "You might be stuck here for a few days."

"That's fine by me," Ben said automatically.

"Me too," Julie added.

"Oh!" Gwen said. "I completely forgot." She reached into her pocket, retrieving an item Ben never thought he would see again for a while. His jaw dropped and Gwen couldn't help but grin in satisfaction. Kevin shook his head, but didn't hide the fact that he enjoyed seeing Ben squirm.

"Why did you give her _my_ Omnitrix?" Ben exclaimed to Max, flabbergasted. "I mean, I trust Gwen and all but…her and not me?"

Gwen glared violently at her cousin and Max chuckled at the two, his mind time-traveling back to the summer that seemed to have happened so long ago. Many things have changed since then, for better and for worse. "I gave it to _her_ to give to _you_. I didn't exactly expect you kids to come visit and knew Ben would need it."

"Why would you assume that?" Ben asked, though the answer was obvious.

"Because you're a good person," Gwen answered for him, smiling. "And Grandpa knew that the second you found out I was in trouble you'd come running."

"Always," Ben said.

Max covered his mouth, an attempt to hide his grin. "It's late and you kids have a long night ahead of you with this storm and cramped R.V."

"I was gonna ask," Julie spoke up. "Where exactly is everyone sleeping?"

"There's a bunk bed in the back that Gwen and Ben had used when they were kids," Max said. "It'll be a tight squeeze but Julie and Gwen will get one bunk and-"

"Please don't say it," Ben moaned.

"-Kevin and Ben will share the other."

"Grandpa!" Ben whined, Gwen's mind time-traveling to when they were ten years old. Some things never changed she figured with a laugh. "Where're you gonna sleep then, huh?"

"I have an extra mattress stashed in the closet; I'll be taking the floor of the Rust Bucket."

* * *

The wind howled in a melody of high pitches and cracks. Gwen's nerves remained on edge, keeping her eyes staring blankly at the ceiling. The soft snores and breaths of her companions were barely audible, but they were a comforting sound against the harsh blizzard. Though her body felt drained, Gwen found herself unable to sleep. An anxiety clenched at her chest as she laid beside Julie, her mind constantly drifting back to the bus where she had been unable to wake up.

If she were to surrender herself to sleep at this moment, would she lose the battle and end up in a state worse than death?

She remembered hearing voices in that time of comatose. Their words were difficult to decipher, but the tone of each speaker raised the hairs on her arms as her heartbeat pounded in her ears. Just as she felt she would be able to understand what the voices were saying, Ben's voice came into light, awakening her.

Suddenly, Gwen gasped as a new unrecognizable sound hummed beneath all the noise of the night. It was strangely familiar-a memory beckoning itself to be revealed. Gwen felt a pull and found herself standing at the door of the Rust Bucket. She hadn't even remembered standing up, much less walking.

The others were fast asleep, even as Gwen cracked the door open ajar and slipped out into the cold with only a sweater and jeans. Though the mere howl of the wind was harsh inside the R.V., being out in it proved truly traumatic. Gwen's eyes burned from the flecks of snow like beads of ice darting themselves at her. Her skin prickled before turning completely numb and into a sore-red color.

She didn't turn back though. Her mind pleaded for the warmth of the Rust Bucket, but her body dragged itself forwards through the thick mountains of snow.

The sound she had heard earlier grew louder with each step until it was clear to Gwen what exactly she was hearing.

A violin.

Its song was what was familiar. As the memory came forward, Gwen realized it was the same melody she had heard the night of the dance. Gwen knew only one person who had written a song so nostalgic and saddening.

She picked up her pace, panting as though she had just ran a marathon.

The violin's string grew high pitched, matching Gwen's strained breaths. Each pluck was downright painful, resonating in the depths of her mind. She felt detached from her physical body as she continued forward.

But she didn't stop. The cold didn't bother her anymore, in fact, she didn't feel it at all. All her thoughts were focused on one name; Nicholas.

* * *

His eyes shot open, heart pounding in his head that he felt disoriented for a minute.

Taking a deep breath, Ben slowly sat upright, careful not to make the room spin. He blinked rapidly, eyes beginning to adjust to the dark. It had been awhile since Ben had woken up in the old Rust Bucket, though, the last time had been during the summer. With winters cold hands obscuring the sky, the night felt blacker somehow, as if the sun had gone permanently.

He rubbed his arms, still feeling a pinching chill despite his sweater.

Careful not to wake anyone, Ben slowly climbed down onto the floor in search of his jacket. Though Kevin might object to its puffy structure taking up more room on the already small bed, his body's crave for heat won out in the end.

With caution, Ben stepped over Max's large snoring figure on the ground and tipped toed to the front of the R.V. where he had draped his jacket over the drivers seat. Once he slipped it on, Ben turned to make his way back to bed.

A second later, he screamed.

* * *

If it had been any other name, Kevin would have punched Ben for waking him up with such a piercing scream. But screaming _that_ particular name had Kevin flying out of the bed and throwing his jacket on with no other feeling in his heart but panic.

"GWEN!" Ben had shouted. "WHERE IS SHE?"

Normally, Gwen's disappearance would not set off for such worry. She was a fighter after all, a master magician in the works that could handle herself well. But with the blizzard rocking the Rust Bucket throughout the night, it was hard for Kevin not to picture her body frozen solid somewhere in a ditch.

"What happened?" Julie panicked, reaching for her jacket as well.

Max was already on his feet the second Ben had shouted. He switched on the lights, momentarily blinding everyone in the R.V. He remained stern, the new-found brightness not affecting him in the least.

"Julie, stay here with in case she comes back," Max said, his voice calling for no argument. Julie nodded as he turned to the two boys in the room. "Kevin and Ben, you guys search around the R.V., hopefully she didn't go far. I'll start looking in the forest."

"And if she didn't go far?" Ben argued. "It's a big forest Grandpa."

"Then come help me search, but check around here first…underneath the snow." The worry that contorted Ben's face was hard to watch. Kevin ignored the thought of what finding Gwen underneath all this snow would entitle and focused on just finding her. "Let's go!" Max ordered, stepping out into the storm that seemed to just grow more ruthless with each passing minute.

Kevin was ready to follow when he noticed Ben standing in place. He glared, "Tennyson! I'm not in the mood for the so-called _hero_ to freeze up! We gotta find Gwen!"

Ben nodded, the motion rigid. "That's exactly what I'm prepared to do."

"What're you-?"

Before anyone could blink, Ben pulled something from out of his jacket pocket. It wasn't until he slipped it around his wrist that Kevin realized what it was.

"Woah," Kevin said. "You sure?"

Ben held up his left wrist, resolve set on his face. "I'm sure. Now, let's go find my cousin."

* * *

_One part of me says to keep walking, the other keeps reminding me that someone could wake up and find out I'm gone._

The battle between her rational and impulsive sides raged on, the impulsive side apparently winning by the sere fact that Gwen kept on walking. The forest had begun to grow narrow, trees seeming to get wider and taller, obscuring most of her vision. She really wasn't even sure where she was going. All she knew was that, wherever that violin was coming from, Nicholas would be there with potential answers. That possibility alone kept her going.

A light, small, almost nonexistent, flickered in the distant. Gwen gasped, hope rising in her chest.

Adrenaline rushed through her veins, setting her off into a run. The light grew dimmer, seeming to anticipate her approach. The wind violently ruffled through her hair, strands of it like tendrils slapping across her eyes. The light grew bright, blinding, and Gwen reached a hand out to grasp it. Two more inches. One-

Her hand gripped empty air.

Gwen spun in circles, not caring for the vertigo it caused. "Damn it!" she shouted in the void of the storm, anger burning her skin despite the chill. "What am I even doing here?! Who brought me here?!"

"You brought yourself," a voice answered.

Gwen blinked, Nicholas's transparent figure materializing in front of her. She rubbed her eyes and he turned solid, more physical, more _real_.

"Nicholas," Gwen breathed.

"Gwen," he replied with a curt nod. "I wish I could say it's pleasant to see you again, but the circumstances suggest otherwise."

"I'm tired of your vague speeches," she groaned, clutching her arms, expecting to be cold since the adrenaline wore down, but found that the temperature still held no affect.

"You're not going to get cold anytime soon," Nicholas suddenly said, eyes her hands as they tightly gripped her arms. "At least your spiritual side won't. You're physical body on the other hand is on the verge of hypothermia."

Gwen's jaw dropped.

He put a hand to his chest. "Perhaps I should explain?"

"You think?!"

He nodded. "It must be quick though, the enemy is coming your way soon."

Gwen was ready to demand information on who exactly the enemy was, but kept her mouth shut, aware of Nicholas's habit of disappearing as he spoke. She waved a hand. "Explain, please. What do you mean by my 'physical body'?"

"Simple," Nicholas said. "At the moment, you're in a state of what people call Astral Projection. When you stepped out of the R.V., your were in your physical body, but then you heard my violin; because I wanted you to. After, though you didn't realize it, your spirit stepped out of your body and came to me."

"My spirit…," Gwen gulped, brow creased. "So, is it true? Are you…a spirit? Does that mean I'm dead?"

"No," he replied, "you're not dead. I, on the other hand…well, I've been gone for a while now."

"Nicholas…," she whispered, tears bundling in her eyes. Thinking that a boy so young, _a boy Ben and her's age_, was dead and right in front of her was too much. She wiped a stray tear away, sighing.

Nicholas smiled wistfully, reaching forward to grasp her hands. His grip was strong, solid, making it hard for Gwen to believe that he was really just a spirit. "Don't be sad for me," he whispered. "Help defeat the ones who did it so no other kid should suffer the same fate."

"Who did it though?" Gwen pleaded, squeezing his hands. "Tell me. Let me help you."

Nicholas didn't reply. His grip loosened until he completely let go, retreating back. Gwen frowned, noticing that his body slowly grew more transparent. She knew that, soon enough, he'll be gone for good.

"This isn't goodbye," Nicholas promised, face contorting with a hidden grief Gwen hadn't know resided inside him. "Fight strong, Gwen Tennyson. We'll meet again soon enough."

A strong wind picked up, seeming to take Nicholas in its grasp and sweeping him away. Gwen blinked, unable to believe that such sorrowful boy stood here just a second ago.

_Gwen…_

"Ben?" Gwen breathed.

_Gwen…Gwen…!_

"Kevin…"

Just as back at the bus, a familiar tug pulled at her mind, beckoning-begging her to return to…to where?

"My body!" Gwen gasped, Nicholas's words echoing. "Hypothermia! Not good!"

* * *

"Gwen, no! Please, no!"

"Tennyson, we gotta get her to the Rust Bucket!"

"She's not moving, Kevin!"

"She won't ever move again if you don't help me lift!"

"This is my fault…just like when we were kids with the Wildvine's…"

"Tennyson…_what's that_?"

Ben clenched Gwen to his chest, a sorry attempt to get her warmer. He averted his gaze forwards, towards the ominous forest where a large figure stepped out. Ben narrowed his eyes, seeing that the figure happened to be dragging something in its hand…

"Grandpa!" Ben shouted. "Let him go!"

"Who the heck are you?!" Kevin continued, fist clenched.

Cloaked in a black trench coat, the figure stood at about six feet. His eyes held nothing but malice and a scar trailed down from the top of his bald head before disappearing into his neck. He dropped Max, who groaned and grew still.

The man reached out, pointing a finger at the girl in Ben's arms. "That girl is close to death already," he chuckled, no trace of humor to be found, only rancor. "I was looking forward to a fight, but I guess you boys will do."

"Why you ass-?!" Kevin began, startled as Ben shoved Gwen into his arms. "Tennyson, what're you doing?"

"Get Gwen warm," Ben simply said. "I'll take care of him."

His expression brought an unpleasant memory to Kevin, back when they were kids. It was determined, protective, the same look Ben had given Vilgax in the Null Void when they had used Gwen for ransom in order to obtain the Omnitrix. Those were memories Kevin tried hard not to bring back.

"I got her," Kevin replied, not knowing what else to say.

The corner of Ben's lip twitched, as if he meant to smile. "I know you do."

Kevin grinned, racing Gwen and himself back to the Rust Bucket.

Ben faced his opponent, chin jutted out underneath a clenched jaw. His stance was wide, right hand positioned over his left wrist as it had been many times before. His thoughts trailed back to Gwen, someone precious to him, someone he knew he had to protect as she had protected him many times before.

_She always had my back_, Ben thought. _Now, it's my turn to have hers._

Ben clicked the Omnitrix on, a motion so natural to him and a hazy green image of an alien projected out from the center. His raised his right hand high in the air.

"It's hero time," he said, slamming his hand down with no hesitation and a green light engulfed the clearing around them.

* * *

**So far, this is the longest chapter I've written for this story. **

**I'm so happy to get to this point of the story. The plot will definitely begin to speed up and more will get revealed in time. With everyone catching up with each other, Julie was kind of put in the back for this chapter. But don't worry Julie fans, she'll have her spotlight in the coming chapter. **


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